Heart of Stone
by rosesoffantasy
Summary: A tragic memory has tormented Basil of Baker street for years, it is only twenty years later when he looks back on his past, and into the pain of facing his enemy. While this is happening, the prince of Denmark arrives a week before the Queens diamond Jubille, in hopes of saving his reputation as a partying, life fufilling prince. "WHAT IF STORY"
1. Chapter 1

"Jonathan hold on!" a dark grey mouse trudged along, with books in hand ran to his friend, papers started to fly in the air as he ran to catch up to him. He was a tall tan mouse, bright green eyes and a bright smile on his face. In one hand he carried his book, torn at the edges and in the other a small apple. He was about to turn back when he bumped into a small form, coming into him at a fast pace. Both of them landed on the floor, and with a frustrated huff Jonathan spoke "Hey watch-" he stopped and looked at the form on the floor with amazement.

A crème colored mouse looked up as she split her reddish brown hair out of her face, her long hair was tangled and she slowly got up, straigtening out her dress "Oh I do apologize.. I was trying to find the physics building and was reading this map at the same time when..whoops!" she giggled and brought out her hand "I wish we could have met in some other way.. I'm Anna." Jonathan shook the girls hand and softly smiled "No harm done miss. My name is Jonathan."

* * *

"Oh Padriac she's wonderful! I have never felt so wonderful! She's beautiful, smart, funny… " Jonathan jumped in the air while his friend, a silver rat; dressed in a lab coat gently mixed chemicals together "I am pleased you found Anna to be someone you enjoy being around... She is an extrodinary woman." He sighed dreamily.

Jonathan noticed this and tilted his head in curiously "By the sound of it Padriac it seems you.." he chuckled "Oh nevermind."

The rat put the chemicals down and raised an eyebrow "What."

"Well it seems ridiculous but it seems that…you too have feelings for her." Jonathan spoke with an uneasiness that made the whole room silent. Padriac rested his hands on the lab table and whispered "…yes."

"Yes what?"

"What else do you want!?" he screamed "By the time you graduate I will have become one of the highest paid professor's in this school! What can you possibly give her!?" he slammed his hand on the table "I still don't understand why she would waste her precious time with someone like you!" with the swish of his hand, the glass beakers toppling over and shattering into millions of pieces.

"Padriac she chose me… you can not force someone to love you just for what you have-" suddenly at that moment, Anna came through the door with a smile that was instantly wiped away "Jonathan I-" she noticed the broken glass and Jonathan gently guarded her "What's wrong darling?" she smiled gently and with rage in his eyes, Padriac grabbed his coat and began to walk out, pushing Jonathan out of the way, he turned back and pointed to both of them, Jonathan holding Anna in a loving embrace "You will both rue this day." He slammed the door, shaking the building.. after that moment, he was never heard from again… for a long time."

* * *

After their schooling, a wedding, and months of saving money. Jonathan and Anna decided to live in a small flat on Baker street. Their land lady, by the name of Mrs. Judson was kind hearted and became accustomed to the idea of a working detective and his wife living in her humble home.

The subject of children has surrounded the couple constantly. Then, happily the news that a small little mousling would be welcomed into their home put large hopes into their hearts. "A child! Any news on names?" Mrs. Judson chirped as she laid the tray of tea and crumpets on the table.

Anna giggled as she held Jonathan's hand "Well that is for us to know and for you to find out!"

The months rolled by, everyone on edge about the small child that would be known as the offspring of one of London's greatest detectives. On that fateful day, Jonathan paced back and forth past his and Anna's bedroom door. Mrs. Judson walked out and smiled, patting him on the back "Jonathan? Would you like to see your daughter?" he instantly smiled and walked through the door, watching how his wife smiled softly holding a small form in a yellow blanket. "Jonathan.." she motioned her head, that allowed him to walk and see her. The baby had bright white fur, and a small tuft of dark red hair on the top of her head. Her eyes began to flutter open and stared at her father, which surprised him with her bright blue eyes, like her mother.

"Ella…" she whispered and kissed her on the head. Her father smiled and he gently touched her head "Ella."

* * *

-A year later-

"Jonathan Basil! You can't possibly leave now!" Anna held the baby close "It doesn't make sense that Lestrade would call you tonight! For once you have to admit this is wrong!" she held the letter in her hand.

"Anna this is going to get me one step closer to being taken seriously as a detective, I may even become inspector at this rate." Anna sighed with defeat and Basil touched her face gently, she spoke again "Ella needs a father more than London needs a detective." Ella brought her hands out and Jonathan picked her up, the baby gurgled "Dada!" she said making him laugh. He put the baby back down on Anna's lap and brought her face to his, she kissed him gently "You think that charming smile will get you out of anything.." "Worked when we met my dear." He laughed and kissed Ella's head, then grabbed his inverness coat and slipped out the door.

* * *

"This is most intriguing.. why would the culprit leave a deliberate clue?" Jonathan examined the piece of clothing, smelling the fabric and holding it in his hands. Inspector Lestrade commented "Basil what do you make of it?"

"The robbery happened in this district.. Mr. Albers said the culprit ran through the shop unmasked and unnoticed, grabbed the raffle off the wall and one bullet.." Jonathan looked at the letter on the floor "_Rue this day.._what could that mean?_" _He instantly winced at the smell of the fabric "Well obviously the fabric wreaks of brandy.." He chuckled "I've only met one person with that-" he dropped the fabric and ran down the street, Lestrade calling in the distance "Basil! Basil wait!"

* * *

"Shhh Ella.. its just a storm." Anna bounced the baby gently and she wiped the tears running down her white fur. She reached underneath her collar and pulled out on a long gold chain. The pendant was a clear crystal that held smaller crystals in the inside, jingling along as she brought it out, the outside was wrapped in gold, completing the shape of a swan. She put the baby down and picked up small music box, that had an opening for the pendant. As the music box opened, she began to sing along:

_Through the wind.._

_Cross the sea _

_Hear this song and remember_

_Here you'll be _

_Home with me_

_Once upon a December.. _

Once she finished, the baby had fallen asleep in her crib. Anna watched Ella with a moment of peace. Resting the necklace on the table next to her crib. For a moment, everything was perfect, until a sinister chuckle came into the room "How perfect, isn't it Anna?"

Anna gasped and picked up the child staring into the proud yellow eyes in front of her "Padriac..."

"So sorry to have come at such an inopportune time.. I just thought I should congratulate you and Basil's..little sunspot."

Anna instantly laid the baby down and covered the lace cradle, gripping onto the crib tightly. Setting her icy blue eyes on him "Over my dead body." He chuckled and walked towards her "Oh Anna… you were never the threatening type.."

"B-Basil will find me." she cursed herself for stuttering, and he forcefully grabbed her hand, pulling her struggling body closer to his "I could have given you anything if you chose me.. and I'll have to take everything away."

* * *

The thunder cackled in the dark night sky as Jonathan finally made it to Baker street, the door was open completely as he made his way in the living room, noticing everything in shambles. Beakers broken, chairs ripped apart. Lestrade made it through the door when Jonathan made it up the wooden stairs to their room. "Basil! What in the world!"

Basil walked into the room and noticed a small form laying on the ground "Anna.." he softly whispered and held her body in his arms. He combed his hands through her hair as tears rolled down his face "This is all my fault I shouldn't have-" Anna's eyes slowly opened "Jonathan.."

"Anna please.. don't leave…not like this…not this night."

"I love you Jonathan." Her eyes shut for the last time, as he silently let her go. He noticed the toppled over cradle and saw that the baby had disappeared. The same fabric he examined earlier was all that was left in the crib..

Months passed for the search for the child… Inspectors of all kinds, all across London were on the search for small little Ella. Jonathan Basil never gave up, searching for the terror of his every waking moment.. the one person who sent his life into a pitfall… Professor Ratigan.

Soon the search was over after the babies blanket was found in the slums of London.. the once happy memory was found in a small river, soaked and torn..

Presumed dead, Inspectors decided that the search should come to an end. Bitter and vengeful, Jonathan's once happy heart turned to stone, setting his life to his work first.

The real adventure starts here.

**SO WHAT THE PLAN IS TO TAKE A BREAK ON MY TOYLAND PRINCESS SERIES AND FOCUS ON MY WIP AND THIS STORY! I HOPE IT TURNS OUT GREAT! ENJOY READING! **

**READ AND REVIEW**


	2. Chapter 2

Nineteen years later..

In the sewers of London, the endless pipes ran through every which way. One person could get lost if the wrong turn was made, which made it an easy hide out for Professor P. Ratigan. The lair was in complete darkness, large wine barrels surrounded the entire lair, while one a large barrel with the letter R painted on with chipping gold paint. The inside was just as lavish, complete with a champagne fountain and a large golden harp. As the years rolled by, Ratigan moved on and married a young countess who divorced him (Wonder why..) a couple years after giving birth to their daughter Hildegard Ratigan. Leaving the child to his responsibility, the child became spoiled rotten, served hand and foot constantly. The same silver fur and cold heart as her father, and the same beauty and grace as her mother.

The entire lair sat in darkness.. all except one room at the top floor of the lair. Up the endless amount of stairs another room with a small glance of the sun shined through the wooden boards. A young white mouse fluttered open her large blue eyes. She stretched and ran her hands through her long burgundy red hair. She smiled at the sunlight like an old friend. She grabbed her hair, slipping it into a long braid, with some strands slipping out and framing her face. After she dressed herself in a knee length navy dress, she pulled a golden swan pendant out of her dress, sighing at the golden glow in her paw. A young beautiful mouse, hidden away in the darkest, dankest place imagined… and her name was-

"ELLA!" a shrill voice echoed through the lair as her eyes widened and she tucked the pendant back into her dress. She ran out her door and slipped on her black shoes before leaving. Pacing down the stairs the voice echoed again "ELLA!" beside the lair, ivory doors shook as the white mouse finally opened them "Yes Miss Hildegard." She said franctically out of breath.

"It is eight in the morning and I still haven't enjoyed my breakfast!" the silver mouse glared at her, still lying in bed.

"I-I'm sorry Miss Hildegard but you said that on Sundays-"

She waved her hands "Oh that's right, I said you could sleep in ten minutes later." she smiled wickedly "Well since you are awake I will take my eggs over easy and my tea with two lumps of sugar." Ella began to leave when she spoke again "Oh and Ella?"

"Yes Hildegard?"

"Don't forget to pick up my dress from Madame Carp's dress boutique.. Twit gave me red sequins instead of coral..so I forced her to redo it!" she cackled and rested on the bed.

She closed the door and sighed, moving a piece of hair out of her eyes, she walked to the kitchen and started to prepare the tea, when suddenly the sound of a clopping peg leg entered the room a little bat, answered by the name of Fidget gave the girl an evil smirk "Boss wants to see you."

* * *

Inside the throne room, Ratigan stood enjoying his usual cigarette and glass of wine, he turned around and looked at the young woman before him "Yes sir?"

"Oh my dear sweet Ella..are you aware what day it is today?" he smirked and sat on the red velvet throne. Ella raised her head hopefully "My birthday."

"Yes!" he chuckled "That means you get only a half day of work today! Now on your way.." he turned around and she slightly cleared her throat "Well actually.. I was wondering if.. I could-"

He turned back around to face her "Get another uniform? I'll have Fidget look through one of Hildegard's hand-me-downs, you are handy with a needle so you can figure it out." He started to sip from his glass.

She finally spoke up "I was wondering if since it's my birthday.. I could go explore London for a bit today.." he instantly spit out his wine and looked at the girl with wide yellow eyes "What did you say?"

"I-I just think that since I'm old enough I could possibly explore.."

He clutched his heart dramatically "Oh.. I can see I haven't given you enough-"

"No! I-" she shook her head.

He continued "I only fed and clothed you, protected you from the cruel and wicked people who will take advantage of you..Is this the praise I get for taking you in?" he touched her face "When your inconsiderate parents gave you up, where would you be without me?"

She paused for several moments "..On the streets.."

"Exactly, you are too naïve to take on the world… you will thank me someday my dear." He pat her on the head "Now off you go.. Hildegard doesn't want to be waiting on her breakfast does she?" she shook her head "Good Girl."

Ella walked into the kitchen and poured the hot tea into a cup, while she took out a pan and started to cook Hildegard's breakfast. After _her royal highness _was served, she continued to do her usual duties around the lair.

_Here it is another day _

_Trying hard just to carry on _

"_Bring me my breakfast and sweep up the floor" _

_That's all I hear night and noon._

She started to scrub the floors of the lair and the floors of each and every barrel, minding the sleeping thugs knocked out drunk from all the drinking.

_Sometimes I want to run away _

_But this is where I'm going to be _

_So why do I keep wondering _

_If there's something more for me?_

_Down a meadow, past a ravine _

_Does the grass grow, greener than green?_

_Are there places I've never dreamed of _

_Out in the wide open world?_

She began to fold Hildegard's clothes.

_Somewhere there's a miller's son_

_Just as handsome as anything _

She began to imagine herself in one of Hildegards outfits, like a princess at a ball, spinning around in the beautiful silk and lace dresses.

_White ribbon ladies parade in the square _

_Longing to cling to his arm_

_Look at me just a peasant girl _

_Destined to stay here and now!_

_So why do I keep feeling _

_He's waiting for me now?_

She looked up at the small sunlight in her room, just as she finished sewing something for Hildegard.

_Out where freedom awaits _

_Far beyond these, fences and gates _

_No more sorrow, only tomorrow _

_Out in the wide open world._

She cracked open the small wood covering the sunlight and felt the warm sunlight on her fur

_Would I discover the me that's inside _

_Out in the wide open world?_

* * *

On the dock of London, a large boat was surrounded by mice chattering among each other. Mostly the ladies began to chatter:

"Prince Leopold! Oh he is handsome!"

"Why is he here?"

An older mouse spoke up "I 'er he's looking for a wife! His parents cut 'em off so it was either find a sweetheart or live like one of us!"

One lady mouse swooned "Oh there he is!"

He was a light grey mouse with short jet black hair. His eyes shined like emeralds in the dark clouds of the mid-morning, as bright as the crown that rest on his brow. He smiled and winked at a couple of ladies as he walked down the ramp, several guards surrounded him and he rolled his eyes "Is this really necessary." A chubby light brown mouse carrying luggage huffed and puffed "Well your majesty! I do want the best amount of safety for you so-"

Leopold groaned "Fine, Fine Lawrence.." a tan mouse pushed his way through and instantly shook the prince's hand "Leo! It is good to see you! I haven't seen you since that heist at the palace. Since you were just a small boy you might not remember me.."

"Basil of Baker street who could not remember! Good to see you sir!" He embraced him and Lawrence cleared his throat "Lawrence! How are you?" Lawrence huffed "Seen better days Basil!"

* * *

Once they made it into Basil's busy flat, Basil began to explain "Don't mind the mess.. Now what is the news."

"Parents cut me off.. I need to find a wife by the end of the queens jubilee.." he rolled his eyes and looked at a small picture on Basil's fireplace "I wish I could fall in love like you and your sweet Anna.. She really was wonderful."

Basil cleared his throat and quickly changed the subject "Any ideas of who you are going to find?"

Lawrence wiped his forehead with a handkerchief "We are going out tomorrow to talk to some of the eligible ladies of London.. easy as pie eh Leo?" Leo rolled his eyes "I just want to live my life.. before treating myself to the wonders of marital bliss." Basil sighed and crossed his arms "Still living in the world of pretend Leo."

* * *

A scream entered the entire lair which made Ratigan, Ella, and half of the thugs run to Hildegard's room. When he opened the doors she was absolutely beaming, jumping all around the room "Oh daddy! Daddy! Daddy!" everyone sighed with relief when Ratigan smiled at his spoiled princess "Yes my dear what is it?"

"The prince of Denmark is in town! And he is visiting ALL the eligible ladies in London!" she squealed making the thugs run and cover their ears, Ratigan was pulled by his cravat to meet her face "You better make it happen or I'll run away and never speak to you again daddy! I mean it!"

The cogs in his brain were rotating at a fast pace and he suddenly became bright "..Yes, Of course darling.. I will make it happen." He chuckled slyly and Ella felt her hand being grabbed, Hildegard buried through her closet throwing dresses at her "Old! Ugly!" she pulled out a frumpy looking scarlet red dress out of the closet and threw it at her "Ew! Ugly!" she looked at Ella's amazed look and screamed "If your not going to help me.. GET OUT!" with the bundle of clothes she accumulated in her arms, she had a plan… almost as ingenious as Ratigans.

**Review and Follow please! **

**"Wide open World" is from the animated version of _Princess and the Pea _**

**Thanks!**


	3. Chapter 3

The next morning Lawrence and his royal highness walked all around London, searching for the new future queen. They first stopped at a lavish home in Kensington, The large gate surrounded the property, and many flowers adorned the front of the house. A look of annoyance from Leo earned him a nudge from Lawrence "Be nice, and smile." . The well dressed duke and duchess walked out an greeted the young prince.

_We extend a hearty greeting, for our hearts are in a whirl_

_At the prospect of your meeting, Our precious baby girl!_

The duke praised her adoringly, as his wife continued.

"_We have tried to raise her right, hoping someday someone might._

_See a pleasing reason for our nations to unite!_

The duke patted Leo on the back, making him shake from his strength,

_She's a fragile sort our Alice, So we kept her free from strife_

_Never had a wart or callus, Never labored in her life!_

The duchess turned her to him and grabbed his cheeks adoringly

_She's the most primped and pristine, dainty flower you've ever seen._

She let go of his face and the Duke and Duchess spoke at the same time:

_May we proudly introduce you to your darling future queen! _

They led him to a stairway, at the top the most beautiful mouse he had ever laid eyes on. She smiled gently and swished her blonde hair over her sleek shoulders. Her bright lavender eyes made her cream colored fur stand out. Leo was in awe as he watched her ascend down the marble staircase.

_She's the one _

_She's the one _

_She's perfect, So perfect in every way. _

_Her lips, her hair, beyond compare _

_She flows, she glows she walks on air! _

She finally made it to the bottom of the stairs, Leo kissed her hand gently and she swooned into his arms.

_My advisors I'm sure would agree, She's the perfect princess for me!_

As they enjoyed dinner, Leo watched her demanding behavior, regretting even walking through the door. He nudged Lawrence out of his eating and both of them watched amazingly as every servant waited on her hand and foot, not hesitating to serve to her.

_Too much! Too flat! _

_Too soon! Now pat_

_Too the right! Now switch!_

She started to frantically wave her arms to her nose and shrieked: _Oh my goodness, quickly quickly! Itch, Itch ITCH!_

Her mother itched her nose and sighed "Isn't she adorable!"

Both of them got up and she jumped into Leo's arms, amazing himself that he was willing to catch such a _Fragile _woman..oh no not a perfect match at all. The servants remarked silently and sarcastically:

_What a perfect combination, What a happy pair they are! _

_An amazing Jubilation, May their union take them far! _

A maid whispered "Far away from us!"

Alice pointed to the stairs _Only seven floors, time to get down on all fours! _She pointed to the ground as Leo was still carrying her. He panicked and handed her back to her father.

_Oh pardon me your grace but I believe that this is yours!_

He grabbed Lawrence as he was about to eat a pastry, almost running out of the door.

_I will search the land and see! To find the perfect princess for me! _

The next house was just as primped and fancy, the Lord and Lady of the house greeted him with a firm handshake, also praising their daughter with high esteem:

_We have heard about your mission, and have come to lend a hand. _

The lady of the house took her spectacles and eyed at the young man.

_For our daughter's disposition, is the fairest in the land! _

_Like a rose in full bloom! _

_She could light up any room! _

The lord and lady pushed him down a hallway to a separate room, where the young lady was waiting for him: _Such a perky catch, a Joyous match for any lucky groom!_

The light brown mouse with long black hair turned to him, with dark blue eyes and scarlet red lips. Leo was again amazed by her beauty. Her long dark green dress trailed behind her as she walked towards him with interest, and a small smile.

_She's the one, She's the one, She's perfect. _

_So perfect in every way _

_Her eyes, Her chin, her flawless skin!_

_With a gown that could send any man a spin!_

_From a sound and renowned family tree, She's the perfect princess for me! _

She laid out her hand and Leo was about to kiss it "My lady-" just as his lips reached his hand, he was squirted in the face by her ring. She squealed with excitement. Oh great. A jokester. She continued to fool around the entire day, playing pranks of all kinds on the young prince. Hoping around on furniture and at one point hanging on the chandelier:

_Loosen up jacks and get the party goin! _

_Looks like ya need a little smile! _

_You gotta kick off your shoes and say goodbye to the blues! _

_Cause it looks like your gonna stay for just a while! _

She threw a wind up crab at him,that clung to his nose

Nothing like a good joke to get your sides a-shakin!

Nobody shakes it like Sherrie!

So put your hand in my hand

Get rid of the spoiled and bland!

Think of how much fun it will be!

Ever after in laughter, my little Leo and me!

Her whole room was a mess, filled with windup toys and banana peels. By the time she turned around to throw another pie, Leo had fashioned himself a long rope out of the curtains, pushing Lawrence out the two story window "Where are you goin?" she asked. She ran to him, slipped on her many banana peels and headed face first into the pie she was holding.

The day dragged on, every household was filled with insane, love struck women. All beautiful women with spoiled, annoying personalities. Leo and Lawrence grew tired on the way to one lady's house, Leo had a nightmare about all the women on the list chasing after him as he searched through endless hallways and doors.

The women chanted after him as he started to talk to himself

_He's so handsome and so daring! _

_Such a charming dimple smile! (Oh where can she be!)_

_I wonder what we will be wearing_

_As we walk down the aisle! ( The girl for me!)_

_He'll attend my every whim! _

_Get your dirty mits off him! _

_Or I'll sink you like a royal scone!_

_He's all mine and mine alone! _

_You fussy little hussy! _

_Get your dirty hands off him! _

He instantly woke up by nudge from Lawrence, he motioned him out of the carriage and started the long walk to the next eligible lady's room. Leo gave up hope, none of these ladies had the exact thing he was looking for.

_Say goodbye to my lady waiting, Farewell to my foolish dreams._

_Not a chance for romance so it seems…_

Lawrence smiled and patted him on the shoulder, not giving up hope that his young romance is lost forever.

_Don't despair, another door lays before us.. never know what you'll see._

And like magic words, a beautiful mouse had been primping her hair, in an elegant and graceful manner only a true princess could posess. The servant escorting them was walking up to her, warning her of their presence.

_She's the perfect princess for me.. _and he opened a small box revealing a beautiful ruby engagement ring.

The girl turned around, in a shrill voice she yelled at the young man, smacking him in the face "WHERE'S MY BUTTERMILK BATH?" and at that word, the box immediately closed.

* * *

The carriage ride to their flat was the most silent Leo had ever been "Twenty-nine ladies…and no future queen."

Lawrence sighed "Ten more tomorrow, you mustn't give up your highness." Lawrence looked out the window and noticed a small club, the red sign read _"The Silver Spider"_

Lawrence smiled and told the driver "Please stop here.. We would like to rest." Leo looked at him with amazement as Lawrence combed his hair and placed his hat on "Don't tell your father.. perhaps a long day deserves a drink." Leo sighed and almost ran out of the carriage, bursting thought the door into the clouds of smoke and smell of alcohol.

* * *

Ella stood backstage, twiddling with her fingers _I shouldn't do this…what if Ratigan saw me? I am in WAY too deep. _The thoughts invaded her mind when the stage manager began to run through the guidelines "Okay Miss, the musician has your sheet music ready.. remember that the prize is one hundred pounds." He noticed her nervous look and he patted her on the back "don't worry, some of these acts stink tonight.. I'm sure you are gonna do great!" he smiled and left her to her thoughts.

The announcer walked up to the middle of the stage, after the crowd had finished booing the other group that had gone up. "Next on our list is a true blue treasure! The one, the only, Madame Cécile de Roux!" the mouse on the piano started to play, the spotlight shined on the curtain displaying Ella's graceful Silhouette.

_If you've got romance on your mind_

_If you'd like to stroll hand in hand_

_If you want to cuddle in the moonlight_

The curtain opened, displaying the once frumpy dress, a long mermaid tail style dress. Red glitter shined all down the dress, Ella's dark red hair was placed in a low bun and her gold swan shined against her white fur. Her scarlet lips smiled slightly at the amazed looks of the gentlemen.

_And whisper, "ain't love grand"_

_If you want someone to buy that sweet talk_

_That you guys all love to spout_

_Baby, count me out_

_If you want to dance cheek to cheek_

_Then go home and talk all night long_

_If you want to send somebody flowers_

She grabbed a flower out of the piano player's hat, sniffed it and threw it at a table full of boys who were fighting over it.

_And share a stupid song_

At that instant, Leo was sitting at the bar with Lawrence when instantly he noticed her reflection in a glass bottle and instantly walked up to the front of the stage. Pushing through different men who wanted a glimpse at her.

_If you want a woman who believes that_

_You're what her life's all about_

_Baby, count me out_

_I've been there_

_I've done that_

_It's nowhere_

_It's old hat_

_Forget those thoughts you're thinking, mister_

_She pulled a little mouse's collar and made him faint, she dropped him swiftly to the ground. _

_And just regard me as your sister_

_If you want to send valentines_

_If you want to write poetry_

_Here's a little change; go call somebody_

_Who doesn't look like me_

_And if you've got plans to fall in love_

_Without a shadow of a doubt_

_Baby, count me out_

_That's what I said_

She noticed Leo's cravat and pulled him close to her, noses almost touching. He closed his eyes as about to kiss her, and let go walking back to the curtain.

_I said baby, count me out_

She winked and the curtain's closed instantly, Leo rubbed his eyes as if in a dream and Lawrence patted his back "Lawrence, did you see her?"

"Hmm? Yes a lovely girl.. now come along.. its been a long day your highness."

Leo adjusted his hair and broke away from his advisor's grip "I must speak to her.. she was an absolute dream."

"Congratulations Miss De Roux! You've won! A marvelous performance.." he handed her the money and a soft sigh of relief came from Ella, she grabbed her cloak that covered her gown as she heard a voice behind her "Marvelous indeed."

"Oh it's you… thank you.." she nervously said and she felt him staring at her "Can I help you sir?" He grabbed her hand adoringly "You were an absolute angel, Miss Cécile I must see you again."

She broke away and headed to the door "Thank you sir but I really must be going.. I-I have to-"

He grabbed her hand "I must insist you stay." She looked at him and scoffed "Will you unhand me? you have no authority to boss me around. By the way you order me around I think you're the queen herself.." Leo let go and thought _something like that.. _he watched her head past the curtain "I am sorry I just..never seen anyone like you.."

She smiled at him "It's good to be seen.." he laid out his hand, grabbing hers and kissed it "My name is Prin-" he noticed she let go and in a panicked breath she ran out the door. Ella looked behind her in fear as Ratigan, Fidget, and half of his thugs walked into the club, chatting and starting to order drinks. "I-I have to go.."

He was too late, she vanished into the night without a trace. Leo thought he had found the woman of his dreams… dreams they had to stay. Lawrence motioned him to the carriage and smiled "Well I found you another young woman to meet.." he read the piece of paper he was given "_Hildegard Ratigan."_

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"**PERFECT PRINCESS" PRINCESS AND THE PEA ANIMATED MOVIE**

"**COUNT ME OUT" ALL DOGS GO TO HEAVEN 2**


	4. Chapter 4

Leo met with Basil again in the morning, to talk about his success of yesterday "So many girls and no sign of true love Leo?" Basil chuckled while he looked through a microscope.

Lawrence chuckled "All but one maiden.." he nudged Leo playfully who plopped in Basil's red chair. Basil quirked an eyebrow "One maiden? Surprised you haven't mentioned her?" Basil noticed the behavior on the young prince, his white shirt untucked, his black hair not slicked completely back, and his brown vest had wrinkles all across the chest "No sleep last night I presume? She must be quite a young lady.."

"Quite?" Lawrence scoffed "She's all he ever talks about!" he mockingly walked around the room acting like Leo "_She's so beautiful! She's so wonderful! She had the most beautiful voice!" _Basil and Leo laughed "She vanished last night, without a trace.. I think he's delusional."

Leo got up and waved a finger at the boys "You laugh now, I promise you… I'm gonna find her… Basil do you think there is a chance we can find her?"

Basil rubbed his chin "There is always a chance.. just as long as you can think."

Lawrence helped him into his long brown coat "Alright loverboy.. time to meet some more ladies.." he reached the door and stopped, in front of him was a chubbier mouse with golden fur. He looked at the address and then looked at Lawrence with surprise "Is this the residence of Basil of Baker street?" a little tan mouse clung to his sleeve, she was wearing a little teal coat and a matching hat with a red pom pom on top. She instantly walked in and stood in front of the prince "Prince Leopold?" she said.

The tall mouse chuckled "Yes, what is your name?"

"Olivia Flaversham." She shook his large hand, in return he kissed it "Nice to meet you young lady."

Olivia blushed, that is when Basil intervened "I am Basil of Baker street, may I be of assistance Doctor?" the mouse stood amazed "Now how did you know I was a doctor?"

Olivia tugged on Leopold's sleeve "I heard that you are looking for a wife, have you found her yet?"

Lawrence intervened and patted Basil on the back "Maybe if Miss Cecile De Roux shows up again." He snickered and Dawson spoke up "Mr. Basil, we are in need of your assistance, you see-"

Leo interrupted "I do apologize but I must be off, Nice seeing you Basil.." he shook the doctors hand "You too doctor.." he turned to the little mouse and winked "And you Miss Flaversham." She blushed harder as he disappeared into the dark morning sky.

* * *

"ELLA!" Hildegard shouted from her room, "Yes?" she answered softly

"Ella tie my corset.. I can talk without hearing me gasp for air." Ella had the joy of pulling the strings tighter and tighter as her mistress pleaded "That's enough!" she walked to her vanity, pulling out a powder puff and powdering her silver fur. "Hildegard?"

"Yes what do you want?" She growled in anger.

The white mouse adjusted her dress "If you would want to impress the prince..why don't you just be yourself?"

"I beg your pardon?"

"I mean.." she paused to think hard of her words "With the fancy gowns and makeup.. that's superficial. If a man truly loved you he would adore you at any form, your best or your worst." She smiled at her and Hildegard gave a slight smile "Wow.. that is the biggest..LOAD OF RUBISH I have ever heard!" she laughed hard and wiped a tear of laughter from her eye "On a serious note, I do consider you a sister Ella, and you would want me to be honest with you correct?"

Ella's blue eyes widened with interest "Oh of course!"

Hildegard slyly smiled..similar to her father "I think that presenting myself for the occasion of meeting a prince is pretty important, wouldn't you say?"

"Y-yes.." Hildegard smiled wider "I mean take you and me.. I am meant to charm dukes, princes, and lords.. with beauty, riches, and grace like mine I can get anyone and anything I want. And you.." she shrugged her shoulders "With such a natural… naïve-ness .. homely look, and a great attitude about being yourself you can charm a vegetable farmer or perhaps a traveling carpet salesman.. what I mean is.. I chose looks and you chose" she looked at her and smirked "Whatever this is.. and it should stay that way. And when the prince and I are married someday you can find your own romance."

Her eyes saddened and she started to walk out the door when she spoke again "I knew you would be someone I could really relate with!" she smiled and continued her makeup.

* * *

"The address is in a sketchy area.." the man said to meet us inside the bar…" they walked into a small club, _The Rat Trap. _Carrying a bundle of lily's, Leo sat down at a small table with Lawrence, a small bat with a peg leg and a lizard walked up to them with gruff voices "Prince Leo and guest?" Leo nodded and the bat giggled as he brought out blindfolds "We need you to put these on…"

Lawrence looked at the little bat "What is the meaning of this?"

The lizard spoke up "We don't want anyone to know where our..Home is.. privacy reasons." He whispered to the bat "That's what the boss said right?" he nodded and Leo nudged the brown mouse next to him "Come on.. lets get this over with."

In what felt like hours, Leo and Lawrence walked through different pipes, making different turns. Right, Left, Left, Right, going on and on until the Bat finally halted them. They stood for a couple minutes until a small gate was opened and they walked through. Leo looked around and saw Lawrence cringe his nose and look to the prince "I can see why he wanted us blindfolded, this place is an absolute mess.."

At his last word Ratigan came striding out of the barrel "Ah Mr. Lawrence! Good to see you again!" he shook his hand, then Ratigan bowed slightly "And this must be His majesty.. Prince Leopold, may I introduce myself, Professor P. James Ratigan at your service." Leo smiled and shook his gloved hand. Ratigan motined them and they walked to the barrel "Please do excuse the mess, I do only have one maid.."

* * *

While the food continued to heat in the oven, Ella took a small package out of her dress pocket, she buried through the brown paper until she found a list, the hundred pounds she won, and a secret passage out of the sewers without being seen. She muttered to herself while checking the list "…Suitcase..hat…dress.. go to market and buy food.. train tickets." She heard the clopping steps of Fidget as she attempted to stuff it back in her dress. "Boss said… what's wrong."

She quickly answered "Nothing."

"Why are you-"

"I'm fine…" She said quicker. Fidget quirked an eyebrow and continued "Boss said the guests are here, don't screw anything up.. is something burning?" Her blue eyes darted to the oven as she pulled open the iron gate and slid on her oven mitts "Please don't burn, Please don't burn." She said repeatedly. A sigh of relief came from her when Fidget noticed a small piece of paper sliding out of her clothing. He smiled wickedly and quickly hobbled away disappearing out of sight.

"So your Highness, any luck on finding a queen.." Ratigan sent a curious look to Leo right across the long wooden table. Leo lifted his drink "It has been quite a challenge." Ratigan chuckled slightly "If only ruling a kingdom was easy as well hmm?"

"I beg your pardon sir?"

Ratigan folded his hands "Well.. you are going to be king soon, after you find a suitable wife. Have you any idea on the responsibility the crown holds?" he cleared his throat "I do hope you don't believe taking the crown will be a childish game.."

Leo raised an eyebrow "Well my father has raised me well-"

"Indeed he has, he has raised a charming young son, with an adventurous appeal as well?"

"That is true." Leo glared.

"I have heard about your spontaneous adventures such as.." he pondered "Leaving to Peru on the day of the archbishops visit, oh and I do recall reading about that instance where you released that indigenous viper snake from Africa during the Denmark festival!" he laughed "talk about disaster, and that day-"

Leo stood out of his seat "My childish 'adventures' are far behind me now… being king not only means being mature but to have a sense of humility as well.. even if they happened four weeks ago," he scratched the back of his neck. Suddenly Ratigan's eyes darted to the corner of the room and he stood up "Ah here she is!" the men all stood up and Leo's eyes turned wide. Hildegard was wearing a dark blue gown with sleeves that toppled over her shoulders, her long black hair was tied into a bun, fastened with a diamond hair clip. She continued to stride as her beauty enveloped the entire room. Leo bowed gently and took her white gloved hand, kissing it gently "My lady, It is my honor to meet you."

Hildegard smiled gently "So nice of you to come." Lawrence winked at Leo as he pulled the chair out for her. Fidget hobbled to Ratigan "Tell Ella we are ready."

"Miss Hildegard, I must say that your father's description does you no justice." Lawrence gently smiled.

"Why thank you." Leo smiled at her and she smiled in return "I do hope you have enjoyed your stay here in London."

At that moment Ella walked in the barrel carrying two full trays of dinner rolls, she blew a strand of hair out of her face and looked up, locking eyes with Leo. She gasped and tripped on the long red rug, dinner rolls flailing in the air. She noticed the frustrated looks around her and immediately ran back into the kitchen, before looking back at Leo and running into the wall slightly. "Who was that?"

Ratigan smiled sympathetically "That my dear boy is our maid.. poor thing.. always tripping over her two feet." Hildegard chortled "She is an absolute dunce… always daydreaming."

The dinner went on and the awkwardness between Ella and Leo became stronger. By dessert, they have probably exchanged glances over a thousand times. "Prince Leo, You didn't answer my question earlier.. How have you enjoyed your stay in London so far." Ella came in with a pitcher of water as her eyes darted around "Well actually, I have-"

"Who wants water! Fresh cold water! Right here! In my hand!" Ella smiled nervously as the guests looked at her strangely, she looked down and poured the water into everyone's cups.

Leo continued "Well I must say the culture is absolutely astounding, I do give my tip of the hat to the arts."

"How so?" Hildegard asked innocently

"Well I actually saw a wonderful singer." Ella's blue eyes lit up as she poured water into Hildegard's glass. "Miss Cecile De Roux as they call her, she was absolutely stunning.."

Hildegard crossed her arms "Well what does she have that I don't?" Ratigan hushed her and she composed herself. Leo chuckled "Her voice was like that of an angel, she had a grace that only can be in a dream. I hope to see her once more to tell her that myself." He exchanged another glance at Ella who sighed slightly.

Hildegard smiled "Well maybe you and I can- AHHHHH!" Ella didn't notice that she had kept pouring the water, the water overflowed and poured all over Hildegard's dress. Leo handed her a napkin to dry off and she calmed down, Leo took her hand and kissed it "Well it has been a wonderful evening.. Nice to have met you, perhaps we should meet at another time."

She dreamily sighed "Oh, Okay.. maybe tomorrow a private dinner?" he was halfway out the door "Ye- um- sure fine.." he grabbed Lawrence and off they went. Hildegard sent a wicked scowl to Ella, pushing her out of the way "You horrible, stupid, stupid, wretched girl! You ruined EVERYTHING!" she ran to her room with tears in her eyes.

Ratigan got up and grabbed her wrist tightly, as she tried breaking away he thretently whispered "If you do anything to ruin this union, I promise you will be locked in your room without food and water for the rest of your pathetic life.. Do you understand?" a huge tear rolled down her face and she nodded quickly "y-yes." he let go "Clean this mess, Now." As he left he muttered to himself "After all that I do.. After all that I have done." He walked out and slammed the door to his study, he rubbed his temples and heard a knock at the door "Not now!" he yelled. The prince walked in and his frustrated look became a large smile "Your highness! How can I help you?"

"About that maid.."

"Oh she is quite distraught."

The prince tilted his head "..Distraught?"

Ratigan nodded "Yes, Poor thing was just left on the streets one day without anyone to care for. I found her and took her in like the saint I am. You see she is not as stable as she thinks she is, poor naïve girl. I do hope that her lack of focus and organization has not ruined your evening with my daughter."

He narrowed his eyes, Leo was sure that same woman at the club was not anything but distraught. "Yes, I understand.." he walked out and looked back "Thank you professor." He shut the door and Ratigan rubbed his hands together "Oh no.. Thank you your highness."

* * *

Ella swept and mopped the floor, ridding the tile of all the leftover food and liquid she had spilled. She wandered outside the barrel to dispose of the trash when she felt a force pull her back.

Leo's green eyes met with her intense blue ones as she held her mouth closed gently "Please don't scream." She struggled as he hushed her "You are the same girl from the bar aren't you?"

After a few moments she nodded "I am going to let go now, are you going to scream?" she shook her head and he let go, letting her catch her breath "You do have some boundary issues.."

He looked around and grabbed her hand, leading her behind the lair "What are you doing here."

She embarrassedly looked away from him "I work here."

"Yes I can see that, and you don't do as well as you hoped." She was about to walk away when he grabbed her hand "No please.. I'm sorry I just- I have been looking for you everywhere."

"Why?" her body became tense and he answered jokingly "I wanted to see the woman who thought it was good to be seen." He smiled and Ella walked away "That is the biggest load of-

"Miss De Roux-"

"That's the other thing.. my name isn't Cecile de Roux… is Ella."

"Ella." He sighed that's beautiful.." he made her blush slightly "Full name?"

"That's it.. nothing else." she held the necklace around her neck "I never knew my parents." She looked at the prince and tucked the necklace back into her collar "Well.. if you don't mind I have a mess to clean up."

"Wait!" he softly yelled

"What? You got my name.. what else do you want?"

He smiled at her "I want to get to know you." Ella scoffed and continued to walk, that's when Leo spoke again "I don't think Ratigan would like to hear about his servant sneaking out to earn extra money, would you?" she turned around quickly "Please your highness I'll do anything!"

Leo looked at her and smiled gently "One afternoon, tomorrow!" Ella waited a few moments to think it over "Fine.."

His green eyes lit up "Wow.. didn't think I'd get this far." He brought a hand to his heart "I promise I will not say a word."

Ella sighed "Thank you Prince Leopold.. I do appreciate that."

"Call me Leo." he smiled and walked to the entrance of the lair "See you tomorrow Ella."

**Review and follow please!**


	5. Chapter 5

Leo looked himself in the mirror, adjusting his dark green cravat and slipping on a brown vest over his white shirt. He slicked back his black hair, only to fall back into place. His green eyes darted to the door Lawrence was changing in, Lawrence had plans to see MORE ladies, visit the museum, see the park, Blah, Blah, Blah. He walked along the wooden floor, missing the squeaking sounds as he reached the window. Crawling out and shutting it, he used the long vine along the wall to climb down. At the moment he reached the ground, he headed to the river front. Lawrence walked out of the changing room and looked around, sighing and rolling his eyes "Oh don't worry about me Lawrence.." he muttered to himself.

* * *

Ella reached the bottom of her room and secretly walked past the barrels, her long dark blue cape trailing behind her. Her ears suddenly perked up as she heard the sounds of gears and clicking coming from a small cell, she opened the doors and saw a small tan mouse with a red mustache working on what looked like a huge robot… The mouse looked up and rubbed his eyes, Ella raised an eyebrow "Hello." She said.

"W-who are you?" he stuttered to reveal his Scottish accent.

She noticed her hood still covering her face, looking slightly threatening, she lifted and smiled slightly at him "I don't mean any harm, I just heard noises and was curious.." she brought out her hand "I'm Ella."

The mouse returned the smile and shook her hand "Hiram Flaversham Miss."

She held his hand and rubbed it "My word, You are freezing!" she brought off her cloak "Here take this." She revealed a nicer looking navy blue dress underneath and laid it on Flaversham's shoulders. Hiram's eyes grew wide "Well you are a breath of fresh air, what is a kind angel like you doing in a place like this?

"I live here." She sat down on a small stool "And cook and clean." She looked at Hiram "What are you doing here?"

Hiram took off his glasses and rubbed his eyes "I haven't the slightest idea, all I know is that it has to deal with the Queen's diamond Jubilie." He brought out a pocket watch and popped it open to show a small photograph "I was taken away a couple nights ago taken from my toyshop and my daughter Olivia.." he showed the picture to her and she sighed "She's beautiful.. You really do seem like a wonderful father."

He continued "My poor little girl is probably roaming the streets all alone and scared while I am sitting here." He pointed to his work with anger and picked up a wrench "While that 'Mouse' has me working on this contraption." He threw the wrench hard at the wall, making a loud echoing sound. Ella quickly looked at the door and back at him "I'm sorry…" he fixed his red hair and tangled apron.

"Don't be..Although I know I couldn't possibly understand how you feel as a father.. Loving someone."

Hiram walked towards her "Well Miss Ella, I don't mean to pry but…"

"Why don't I just leave?..." her eyes darted around the room "Part of me does…" she thought about what Ratigan had said "And the other part is telling me I'm not strong enough.."

Hiram quirked an eyebrow at her "How so?"

"All my life I've been told what to do.. how to feel.. who to serve.. and I don't even know what I want." she noticed her rambling and covered her mouth, then noticed Hiram grab her hand gently "Ella, you are stronger than you feel." Ella thought for a second as her eyes suddenly lit up. She turned around quickly, as the sounds of clopping steps were nearby. She shook Hiram's hand "Thank you Hiram." She was about to walk out and turned to him again "Please don't give up hope, If your daughter is anything like you… she will be just fine." He smiled and returned to his work, as Ella locked the door and hid behind a barrel. As Ratigan was entering the barrel, Ella saw this as her chance to see if her map out of here was really worth the price she paid.

* * *

Ella wandered through pipes after pipes, not knowing if the map was true. She finally made her last turn, and saw a sliver of sunlight she pushed through the rusty gate. She stood up and shook the coal dust and debris off her, missing the smudge of dirt on her white fur. A piece of broken glass was in front of her, she adjusted her dress and fixed her dark red hair, which was put in and somewhat elegant twist. Ella practiced curtsying in front of the glass and tripping, muttering to herself and not noticing Leo watching her.

"To prevent yourself from falling, pick up your skirts a little higher." He chuckled as she turned around embarrassingly and laughed embarissinly "I-I just-" she tucked a loose strand of hair behind her ear.

"Don't worry about all the royal nonsense… never bothered me anyway." They started to walk out into the marketplace, full of peddlers and salesmen all trying to get their attention.

"Apples! Two for one pound!"

One peddler looked at his highness "Ah your royal highness deserves a royal pendant!" he displayed his items and the prince kindly shook his head. The prince looked at Ella's amazed look, she smiled at the fresh smells and how the sky was a perfect shade of blue like her eyes. She noticed him staring and stopped "Sorry… I just havent seen anything anything like this."

"You don't get out much do you?"

She crossed her arms and chuckled nervously "I'm actually not allowed to be out at all…actually." She looked back at the prince with distress "Please don't tell."

He chuckled at her distress as they passed a corner "I promise.." she suddenly looked at him "Any success with the queen search?"

"No luck…"

She crossed her arms "Hildegard takes a liking to you." He rubbed the back of his neck "I did see a connection.. I don't know if she would accept a fairytale proposal."

"You're a prince?" said Ella sarcastically.

He looked at her and answered "Yes?"

"She'll marry you." She laughed and Leo nudged her "Wow. They're really is a sense of humor in you!"

They walked around the market place a little while without talking, until Leo motioned her to a small abandoned church, with vines and flowers growing all around as the sunlight peaked through the stained glass, he looked at her "What's your story."

She grabbed the necklace hanging around her neck "Nothing really, my parents abandoned me when I was only a year old.. Ratigan found me and took me in. When I was eight he told me it was time to earn my keep, so I started cleaning, dusting, cooking in order to stay.. I never have even been beyond there until today because I wasn't 'strong enough'." She looked into the prince's green eyes "You probably never stress about anything.. being a prince and all."

He folded his arms "Not quite.. I was- still am a trouble maker.. I just want to see the world for all its worth before I become king. My father and mother raised me with the best intentions that I was going to be a stable, dependent young prince." He smiled at her "Not exactly, I constantly grow tired of being told how my life should be lived, I am not even sure if I want to be king.."

Ella gasped "Why? Who will rule when there is no heir?"

He continued "I don't even think I am ready really… My people need someone good, noble, and trustworthy, and frankly I don't think that applies to me.. A part of me wants to be a great king like my father he knows his people and how they prosper, then another part of me feels….feels.." he couldn't think of the word when Ella finished "..Trapped?"

Leo watched her as if she knew exactly how he felt, a commoner knows how a person of noble blood feels.. and it took him twenty years of his life to find someone. He noticed her playing with her necklace and quirked an eyebrow "What is that?"

She smiled slightly "I've had it since I could remember… the only thing left of a memory I guess."

"Memory?"

"Since I was little, I've always heard a song in my head, and a vision of someone holding me and singing it.. I have no idea where or who sang it but.. it makes me forget why I was ever sad." She started to hum as she looked around.

_Dancing bears _

_Painted wings _

_Things I almost remember _

_And a song _

_Someone sings _

_Once upon a December_

She held her arms close and continued, as Leo watched curiously

_Someone holds me safe and warm _

_Horses prance through a silver storm _

_Figures dancing gracefully _

_Across my memory_

She imagined herself at a ball, the abandoned church turned into a large castle, young mice; men and women dancing around gracefully in beautiful ball gowns. Leo watched as her imagination came alive, and watched her dance and curtsy around gracefully and not missing a single step.

_Someone holds me safe and warm!_

_Horses prance through a silver storm! _

_Figures dancing gracefully! _

_Across my memory! _

At that moment, Leo grabbed her around her waist and led her in a waltz, Ella imagined herself in a golden ball gown, and Leo in a dark blue suit with long tails trailing in the back. He watched her eyes close as they danced around the room.

_Far away! _

_Long ago!_

_Glowing dim as an ember! _

_Things my heart, used to know! _

_Things it yearns to remember! _

_And a song someone sings! _

Leo lifted her and slowly brought her down, both looking into eachother's eyes passionately, their awkwardness washed to the wayside as their noses were brought closer together. She let go and curtsied properly in front of his highness.

_Once upon a December… _

She looked up at him and Leo simply smiled, laid out a hand and helped her up, "That was-" she hushed him as her ears perked up "Do you hear something?"

Without answer, Ella walked out of the broken door of the church and into an alleyway. Leo crossed his arms "Do you have-" she yanked his collar and motioned him to stay back, when they looked around the corner, and heard crashing bottles and struggling grunts. Ella went first and saw a black crow tangled in red string, her look of fear turned into a smile, she noticed him flapping his wings and trying to run, Ella spoke up "Is everything alright here?"

"Gah!" he made her jump back "Oh lady, Don't sneak up on me like that." He continued to struggle as she walked towards him "I didn't mean to frighten you!" Leo walked around the corner and started to giggle as he struggled, The crow continued "Aw you didn't frighten me.. I was just—workin out! You just broke my concentration." he turned around and met Leo's face, which made him cower behind a trash bin, tripping over in the process.

Leo smirked "You look like you're more tangled up." Leo lifted the string's and started to fumble with them, the crow yanked them back and chuckled "Uh yeah, I guess that's enough exercise enough for one day." He tripped over the string and landed on Ella "Excuse me, Pardon me." Ella sat up and brought out a knife from her pocket making him shriek "Please I don't have any money! Please! Im too young to die!" Ella touched his head "I am not going to hurt you." She smiled "But you have to stay quiet.. I hear there are cats around here."

Leo looked at her "there is no way we can get through all this string…"

Ella smiled "There is always a way..just as long as you can think."

"Where did you hear that?" Leo's green eyes turned bright.

She shrugged her shoulders at him "No clue…"

The crow whimpered as she continued to cut her way through the string, "Wow miss you're a real saint!" he nudged Leo "You got a nice girl here sir!" Leo shook his head "Oh no-" then a rattling sound came from the darkness, All of them remained quiet as the black crow started to cry "Oh my goodness….." the rattling came closer and closer until it finally revealed itself, a huge cockroach pushed it's way through trash and ran out of the alley. Leo smiled "Look out, I hear they smell fear.."

The crow laughed with relief and Ella smiled "Out of all the nincompoops.. you were afraid of a little bug!"

"You should have seen your self! I knew it all along!" he laughed and rolled on the floor. Ella hushed him "Will you keep quiet!", what they didn't know is that a huge grey cat with sharp teeth was heading towards them, quiet and stealth like.

The crow continued to laugh "You should have seen yourself! Admit it! you were scared!" the cat was coming closer and closer, listening to the black crow laugh.

"If I was anywhere near a cat! Id be sneezing my brains out! You see im allergic to CaaaAAaay—" he tried again "I'm allergic to Caaahhhyy" he tried once more "I'm allergic to whoooaAAaaa." He pulled back and sneezed, he sneezed once more this time turning his head…right into the cat's face. The cat growled and he smiled nervously "Excuse me pardon me.." then he screamed with fear, warning the other two.

Ella struggled to cut the strings as the cat inched closer to her, Leo threw a rock at it and started to head his way when she finished. The crow flew up and yelled "The string! Grab the string!" Ella grabbed it and aimed for Leo's hand at no avail. She landed on the Cat's head and pulled off one of his whiskers, in return he scratched her off and ripped off her necklace in the process. Leo grabbed the cat's tail and bit on it, making him turn to him. As he was picking him up to plop in his mouth, the sound of a barking dog made him plop the mouse down and run in fear. Leo rubbed his head and turned around "What was that?" the barking sound returned, he looked at a metal can and saw that Ella had created the sound by cupping her hands and barking. She walked to him and helped him up "Ratigan has a cat…I guess I was always a dog person.." the crow flapped its wings back to the floor and smiled "Wow! Did you see that cat! All scared and..and.."

Ella suddenly gasped and looked around in a panic, Leo tapped her on the shoulder "Ella what's wrong?"

She shouted "My necklace! That cat scratched it off! I don't see it anywhere!" a tear rolled down her face and she collided to the floor. Leo had no idea what to do, the crow continued to talk without noticing her distress about her necklace "Oh don't worry miss I'm fine! Hey we make a pretty good team!" suddenly he brings out Ella's necklace and hands it to her "Oh here you dropped this back there.." Ella's eyes grew wide and she grabbed the necklace close to her, as if it was a small child.

"Th-That's it! my necklace!" Ella slipped it back on "Oh thank you! Thank you so much!"

The black crow scratched the back of his neck "Well I just saw it and I.." he couldn't think of what to say "My name is Jeremy." Ella held her hand out "I'm Ella."

Leo bowed gently "I'm Leo.."

They started to walk off and Jeremy stopped in front of them "W-wait! Were are you goin?" they both looked at him with curiousity "Let me give you guys a lift! Anywhere you want to go just name it!" they didn't have time to answer when he lifted them on his back "I know the perfect view for the sunset!" he lifted his large wings and off they went, Ella clinging on to Leo for dear life "You afraid?" he saw her eyes close as she answered "Just as long as I keep my eyes closed!" there was noticeable panic in her voice as Leo held her hand, setting an awkward tone as they reached the top of a building, the sun peaking over the mountains and buildings.

Ella gasped "My whole life has been nothing but darkness.. and all the while I knew there was something else I needed to discover." She leaned on the brick and sighed as Leo walked next to her. She laughed "You must think I'm ridiculous for rambling on.."

"No!" Leo smiled at her "I think its beautiful."

She gazed at Leo with pure happiness, they were growing closer and closer and gasped "Oh my goodness.. I have to go."

"But we just got to know eachother!" Jeremy pleaded as she started to walk away, Ella remarked "Imagine what Ratigan will say… what if Hildgegard-" Leo grabbed her hand "I didn't come out here…or fight a cat to get to know Hildegard.." he touched her shoulders "I came to meet you." They closed their eyes as their lips were growing closer and closer, Ella opened her blue eyes and pushed him away "I have to go… I'm sorry."

"When can I see you again?" he pleaded as she climbed down a small pipe "You can't…"

"Next week!" he crossed his arms "You promised!" he smirked and watched her icy blue eyes stare into his soul "Fine." She climbed down and Leo watched her disappear into the night, not knowing a pair of eyes were watching her every move. Jeremy nudged him "So.." he chuckled at the prince's awe struck look.

* * *

When Ella made it back to the lair, she snuck into her room swiftly and closed the door. she sighed and wiped the drip of sweat off her brow. Suddenly, she heard small chuckling and snickering behind her.

"Well, Well, Well… what have we got here Fidget.." Ratigan puffed on his cigar pole, sending smoke into the dark room.

"Someone's in trouble." Said Fidget, a sharp smile sent to her. She started to panic _I'm dead_ was her first instinct. Ratigan walked closer to her and plopped the bag of money by her feet "Are you not happy here Ella?" she didn't answer as he grabbed her face affectionately "You're not thinking of running away are you Ella?"

"N-no sir, I wouldn't dream of leaving here.." she nervously smiled as Ratigan grabbed her wrist tightly. He looked at Fidget "You wernt here all day and I had begun to think you didn't enjoy staying here! Fidget where did you see our precious little Ella today?" he sent a sneer to the little bat, who laughed maniacally in return "I saw her with the prince today! They were talkin and getting cozy! I think he likes her!"

Her eyes turned to a scowl at Fidget when he grabbed her hand tighter "Oh poor Ella, I don't think that would work, you see my little Hildegard has her sights set on the prince.. and I will do anything to make sure this union takes place."

"We we're just getting to know eachother, I don't think he even likes me!" she pleaded as he let go, she broke to the ground holding her hand "Just at my defense he said that he didn't feel a connection between him and Hildegard…"

"If he doesn't fall in love with Hildegard my whole plan will be ruined…" Ratigan scratched his chin in puzzlement.

Fidget scratched his chin and pondered "Looks like you hit every curve boss."

He was about to slap Fidget when he looked at Ella and smiled. The kind of smile that he made when he had something evil concocting in his great mind "Not every curve Fidget.."

Ella got up and shook her head "No, No, No way… I won't.."

"My sweet Ella, all you need to do is charm him and get to his weak spot.. once it's found I will persuade him to marry my sweet Hildegard for…protection against his weakness." He chuckled and watched Ella sit in her chair "I couldn't do that to him.. he hasn't done anything to me to make me do that.."

"If you do this Ella I will give you the one thing your heart desires.." she crossed her arms in defiance.

"…Your Freedom."

**REVIEW AND FOLLOW PLEASE!**

**"ONCE UPON A DECEMBER" IS FROM ANASTASIA**


	6. Chapter 6

Hiram Flaversham fiddled with the contraption again and again, constantly watching the mechanical arms wave up and down, squeaking along. Suddenly, his concentration was hindered by the smell of cigarette smoke entered his nostrils, making him cough.

A soft chuckling came behind him as Ratigan entered the light "Quite an ingenious scheme, eh Flaversham?" he pinched his cheeks like a small child "And aren't you proud to be a part of it?"

He fiddled with the controls "This whole thing I-Its monstrous!"

"We will have our little device ready by the end of the week now won't we?" he brought out a small bell and held it in his gloved claws "You know what will happen if you…fail."

Hiram's mustache twitched, he instantly scowled at him "I- I don't care!" he pulled the handles hard and the robotic contraption moved and twisted around. The machine collapsed and squirted oil, which landed on Ratigan's lapel. In disgust he took out a handkerchief and started to wipe the stain off. Hiram stood up and faced him, even though he was half the rat's size "You can do what you want with me, but I wont take part in..this scheme any longer!"

Ratigan's face twisted into a scowl, as he still held his cigarette. His face suddenly turned into a small smile "Mm…Very well." He saw a small windup toy on the table "If that is your decision." He smiled and let go of the toy, the flower turned into a small ballerina mouse which danced all around the table. It twirled around as he spoke again "Oh and by the way, I'm taking the liberty of having your daughter brought here."

Flaversham was stunned "O-Olivia?"

Ratigan folded his hands "Yes! I would spend many a sleepless night if anything unfortunate were to befall her.." he watched the small baillarina on the table as Hiram pleaded "You, You wouldn't!" Ratigan picked up the doll and instantly crushed it in his hands, he sympathetically frowned and suddenly screamed "Finish it Flaversham!". With intense worry, Flaversham sighed in defeat and started to work on the project. Ratigan shut the door, locking it from the outside.

He chuckled to himself "Oh I love it when I'm nasty!" he finished writing the list when he looked above the barrel at Fidget hanging upside down sleeping "Fidget?" he didn't answer as he was snoring happily

"Fidget?" and no answer.

"FIDGET?!" he yelled and the bat fell to the floor in a shock. "Bright and alert as always." Raitgan tore the list from his own grasp and handed it to the dozing bat "Here's the list, now you know what to do and no mistakes." He said. Fidget looked at the list "N-No mistakes, Tools? Gears? Girl? Uniforms?"

Ratigan's head peered out of the barrel "NOW FIDGET!"

Fidget ran out of the lair, heading down the many pipes "Im goin! Im goin!"

"My friends, WE are about to embark on the most odious the most evil, the most diabolical scheme of my illustrious career." His crew cheered and quickly silenced "In a few nights our beloved monarch will celebrate her diamond jubilee" he shrugged his shoulders "And with the enthusiastic help of our good friend Mr. Flaversham.." he held a newspaper up of the queen as his cigarette burned "It promises to be a night she will never forget.." As he burned out the picture of the queen, he rose up out of his chair "Her last night and my first, as supreme ruler of all Mousedom! " everyone cheered as he started to slick back his black hair and descended down the stairs receiving his top hat and cane:

**From the brain that brought you the Big Ben Caper**

**The head that made Headlines in every newspaper**

**And wondrous things like- the Tower bridge job!**

**The cunning display that made london a sob!**

**Out comes the real Tour de force **

**Tricky and wicked of course **

**My earlier crimes were fine for their times**

**But now that I'm at it again**

**An even grimmer plot has been simmering **

**In my great criminal brain**

His thugs started to join in his praise, swaying with him as they sang in his favor:

**Even meaner? You mean it?**

**Worse than the widows and orphans you drowned?**

**You're the best of the worst around**

**OH Ratigan **

**OH Ratigan**

**The rest fall behind**

**Oh Ratigan**

**Oh Ratigan**

**The world's greatest criminal mind!**

He rested by a gold harp and started to play "Thank you, Thank you. But it hasn't all been champagne and caviar. I've had my share of adversity, thanks to that miserable second rate detective-Basil of Baker street" and his thugs began to boo and his at the mentioning of his name. "For years, that insufferable pipsqueak has interfered with my plans. I haven't had a moment's peace of mind." He pouted as the thugs began to pity him. "But, all that's in the past! This time, nothing, not even Basil, can stand in my way! All will bow before me!" the boys started to sing when the champagne was poured, in the back was Bartholomew, a mouse who obviously had too much to drink was beginning to dive in the champagne fountain.

**OH Ratigan**

**Oh Ratigan **

**You're tops and that's that **

**To Ratigan **

**To Ratigan **

As they sipped the drinks Bartholomew spat out:

**To Ratigan the world's greatest rat!**

Ratigan spat out all of his champagne and dropped his glass, shattering on the floor while all of the thugs stood wide eyed with their mouths wide open.

"WHAT WAS THAT?" Ratigan turned around fast to face the small mouse in the fountain

As Ratigan "WHAT DID YOU CALL ME?!" he paced to the mouse as his thugs decided to defend him. One mouse exclaimed "Oh he didn't mean it professor.." Bill the lizard chimed in I-it was just a slip of the tongue." He was interrupted by Ratigan snatching Bartholomew by the collar and screaming "I AM NOT A RAT!"

Another mouse soothed him " 'Course you're not. You're a mouse!"

The first mouse took the cigar out of his mouth "Yeah, Yeah that's right! A Mouse!"

"Yeah, a big mouse!" Bill shouted

"SILENCE" Ratigan said as he tossed Bartholomew out of the barrel, allowing the little mouse to roll around on the floor dazed and drunk.

Ratigan calmed down and stood in the doorway of the lair "Oh my dear Bartholomew, I'm afraid that you've gone and upset me." he took out the little golden bell used as a threat from earlier "You know what happens when someone upsets me" his voice got lower and lower as his lip twitched. He rang the bell twice as the three thugs held each other close as they heard a thumping on the ground, coming towards them was a gigantic fat blonde furred cat with a blue bow on its head, while this was happening Ratigan decided to light a cigarette looking unamused at the sight that was going to happen. Bartholomew was oblivious to what was going on, and he started to sing while keeping his body up:

**Oh, Ratigan**

**Oh, Ratigan**

**You're the tops and that's that**

Bartholomew hiccupped as he exclaimed **"Oh dear"**

**To Ratigan**

**To Ratigan**

**To Ratigan, the world's greatest – **but it was too late, he was gone like a snap of the fingers, and all that was heard was the soft meow of the cat. Ratigan smiled as he nuzzled next to the cat "Oh, Felicia, my precious, my baby. Did Daddy's little honey bun enjoy her tasty treat?" then Felicia burped as his face of pride turned into one of disgust. He slowly went through the door "I trust there will be no further interruptions? And now, as you were singing?" he turned his back away from his awe struck group when he pulled up the golden bell from his pocket. His thugs started to sing for their lives:

**Even louder**

**We'll shout it!**

**No one can doubt what we know you can do**

**You're more evil than even you**

**Oh, Ratigan**

**Oh, Ratigan**

**You're one of a kind**

**To Ratigan**

**To Ratigan**

**The world's greatest criminal mind!**

* * *

"No.." Ella covered her mouth in shock as Hiram placed his paws on his face. "Yes.. they are bringing her here... I don't know what to do."

Ella paced back and forth "This is horrible.. If I know Ratigan he can really-" she stopped, trying not to bring fear into the little mouse "Everything is going to be okay…" her eyes wandered "Ill find her." As she walked out Hiram stopped her "Ella no, what if your caught?" She suddenly hesitated when he continued "It's not right for your life to be endangered because of that horrid man." She pulled away "I don't care.. she needs her father and you need your daughter." She held her swan necklace in her palm "I never knew my parents..so its not fair for me to stand by and watch _him _ruin that for you." She marched to the door and faced him "...when I find her…I'll keep her safe, then I'll come help you escape."

"Ella-"

"Please don't try to stop me.." He walked up to her and embraced her tightly, not knowing the feeling of an embrace, she hugged him in return "Thank you Ella.."

Leo jumped around the market place picking through flowers and smelling them, then setting them down softly. Lawrence rolled his eyes "I swear when your with me you act more of a child than you do with your parents.." Leo smiled and patted him on the shoulder "Nothing can ruin today for me! Absolutely nothing! Whats on the schedule today Lawrence?"

He flipped his half moon glasses on and read through the thick schedule in his hands "Well today your free for the afternoon-"

"Perfect!" he smiled. "Up, Up, Up!" Lawrence hushed him "Then at six o' clock you have a dinner planned with Miss Hildegard Ratigan!" Leo sighed and paid a beggar woman for a dozen roses "Well I have to at least make sure that she's charmed."

Lawrence stopped walking "Is that where you were those couple of nights ago?"

"What are you talking about?" Leo quirked an eyebrow and Lawrence nudged him "With that maid… you were with her weren't you?"

"Lawrence I don't see the harm, we were just getting to know each other!"

"Are you starting to have feelings for this girl?" Leo hesitated when they continued to walk "Do you-"

"No! I don't! I just enjoy her company.." Leo crossed his arms, still holding the roses

Lawrence sighed "Leopold your mother and father expect you to find a queen.. I do not want you to stray from your standards.."

"And what would that be?" Leo stopped walking once more and Lawrence patted his back "Just do not disappoint them, please." Leo rolled his eyes "Okay, okay." He looked around the market place and noticed a familiar figure walking along the streets, Leo smiled and patted Lawrence on the back "I think I am going to visit Miss Hildegard a little early today..why don't you go back to our flat and get some rest? You deserve it." the tan mouse smiled and yawned "Well I am a bit tired, just don't get into trouble.."

Leo smiled innocently "Me? Trouble?" he chuckled and walked off.

Ella walked through the streets and held the small picture of Olivia in her hands, she looked across every street caught in concentration searching for the little mouse. She suddenly felt a soft touch on her shoulder and shrieked, she turned around and saw Leo's bright green eyes stare into hers "Easy! Its just me!" she hit him on the arm and clutched her heart "You nearly scared me to death.." she started to walk away when he started to follow her "So..what are you doing out here?"

She was about to spill her mission "I was…Looking for you!" she smiled innocently and Leo smiled at her as she continued "And yourself?"

"I was about to-" Leo couldn't think of what to say and smiled innocently.

"Follow me around?" she retorted back, making him scoff. Suddenly, on his way back to the flat, Lawrence noticed Leo talking to Ella. Leo made eye contact with him and sighed, his green eyes suddenly lit up when he grabbed Ella's hand "What are you doing?!" he started to drag her along to the edge of the dock when he turned a sharp corner "Leo I-"

He turned to her "Do you trust me?"

She hesitated for several moments "Y-yes.." His eyes turned wide and he laughed "Wow really?" he continued "Jump!" they jumped off the dock and landed with a hard thud on a pile of ropes, Leo landing on Ella. Lawrence looked all around the waterfront and sighed, he then took off his hat and threw it to the ground in frustration.

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	7. Chapter 7

Ella and Leo looked at each other and laughed "I can't believe you trusted me!"

"Me either!" they both laughed and heard whistling coming behind them. Ella smiled "Jeremy! What are you doing here?"

"I was just looking for something to eat, I didn't know I was interrupting something.." he covered his face with his large black wing, giving Leo and Ella a moment. Leo laughed nervously "I'm sorry, I-"

"N-No I just, let me move my arm." She attempted to get up when Leo slipped on her again, this time their noses touching. Ella's cheeks suddenly became very warm as Leo stared at her "Wow… your eyes… look so familiar.." he cleared his throat and got off of her "Sorry." He helped her up as she dusted off her knee length dress and combed through her dark red hair.

Jeremy smiled "Are you two done?" he laughed "What are you guys up to?"

Leo smirked in return "We were simply having a wonderful afternoon…" Jeremy laid his wings on both of them "So where are we going?" Leo took the wing off his shoulder "Well _we _are going to be doing some exploring around London."

Ella twiddled with her fingers "Oh no I couldn't, I have to-"

"What could be more urgent?"

She stepped down off the rope "Please..I have to go.. I'll see you soon your highness." She smiled at him and looked at the black crow "Jeremy, Can you take me somewhere?"

Jeremy nodded happily "No problem!" she hopped on his back and Leo grabbed her hand "Ella, meet me tonight!" she sighed and smiled sympathetically "Fine." And they disappeared into the clouds.

* * *

The young prince waited in the mousetrap until Bill the lizard and Fidget walked up to him "Ello your highness." He handed him a blindfold and led him to the secret entrance, through the endless amounts of pipes. When they reached the end, Leo took off the blindfold and handed it back to Fidget. Hildegard walked out of the lair and smiled at him "Why your highness… What a surprise to see you!" she curtsied gracefully in her dark blue gown and Leo laughed slightly "Well it wasn't really a surprise, because we did plan it.." she chuckled and grabbed his arm "Even though it was a surprise.. I did come prepared." She swung his arm and he stumbled into the barrel. In the center of the throne room was a small table, with a large setting of roses, three thugs were playing music as the candles lit all over the room. "Wow, you really didn't have to go out of your way for me."

Hildegard smiled "Well I know its not what you royals are used to but..I thought I should go out of my way." She gasped "How beautiful that music is?" Leo bit his lip and looked at her "Well would you like to-" without finishing, she grabbed his arms in a waltz position and they danced along to the rhythm of the music. Hildegard stared deeply into his eyes, Leo smiled at her slightly "So.. how has everything been lately?"

"Well my father has been busy as usual… and I am.." he dipped her "All alone."

Leo smiled "Well what about Ella?" Hildegard snorted until he saw his look of interest "Oh your serious? The help? Hanging around with the likes of her?" they continued to dance as Leo continued "Even though she is a maid, she must seem like good company." He twirled her out and he felt a small finger touch his lips "Let's not talk about her…lets talk about us." She winked and Leo jumped up "Us?!"

Suddenly Hildegard gasped "Oh, It sounds so much more wonderful when you say it!" she smiled lovingly into his eyes and Leo let go. He motioned to the table and pulled out her chair, through the whole dinner they remained silent. "So any news on your little princess search?"

He nearly choked on his drink "W-well.. no but I-" Hildegard smiled "No need to be nervous darling." She reached her hand over and touched him as he flinched "I have always dreamed about one day becoming a princess, wearing jewels of all sizes..and wearing the most beautiful gowns imaginable.." she winked at Leo "And a devoted prince by my side.. but those are just dreams.." Leo smiled nervously, he muttered underneath his breath "Dreams are dreams aren't they?" he slicked back his black hair and Hildegard sighed "Well my life has been pretty hard… spending all my time alone." she grabbed his hand and pulled him closer across the table. Leo let go and bowed to her "What is the time?! I must go now.."

Hildegard blocked the entrance out of the barrel "You will do nicely, I choose you."

Leo nervously adjusted the green cravat across his neck "Wait what?"

She jumped into his arms "As my husband silly!"

"I don't think its supposed to work like that Hildegard."

The light grey mouse touched his face, which he grabbed her hands and set them at her sides "The way I was raised.. I was told when I like something.. I work hard to make it mine.." Leo scoffed "I don't think working hard was the case for you growing up!" he started to walk out "Goodbye Miss Hildegard.."

She stomped her foot on the hard floor "I chose you! You belong to me!" she was starting to have a tantrum as she ran to her father's study in a huff, Leo saw it as his time to run out of the lair as soon as possible.

* * *

"Jeremy I need you to stay outside." Ella looked at the door of the flat, glowing from the inside. She dug through her brown bag, taking out a small newspaper _Basil of Baker Street solves Baffling Disappearance _read in large black letters. She had only heard horrid things about the detective from her guardian and she had no idea that she would be asking Ratigan's enemy for help. Her eyes wandered to make sure she wasn't being followed, considering it was pretty far from Ratigan's lair. Jeremy shook his head "No way! I cant leave you alone! I care about you!"

She grabbed his beak "If you really care about me..you'd go away." Jeremy let go and grabbed her arm "You're my only friend." Ella's blue eyes started to tear up "I've never had a friend.." she smiled "Feels good.._Friend" _she said and rubbed the few tears from her eyes, Jeremy patted her on the back "Please Ella, let me go with you.."

"Do me this for me.. please." Jeremy sighed and waited outside of the flat as she begun to walk up the stairs to the house. She sighed and repeated to herself "Your as strong as you feel.." she knocked three times on the door and waited, feeling a knot twirl in her stomach. The door finally opened when a chubby tan mouse opened the door. She was wearing a dark blue uniform, with a disgruntled look on her face. She adjusted her glasses and stared at the girl "Can I help you miss?" she rubbed her glasses and looked again "Oh my word you look strangely familiar." Ella cleared her throat "Is this the home of Basil of Baker street?" The woman sighed "I'm afraid it is.. he's not here at the moment but you are free to wait..please come inside, you must be chilled to the bone.." Ella walked in and gasped at all the amazing inventions around her. She saw a broken Violin on the chair and gasped touching the broken strings and listening to the twang as they collided against the cracked wood. She then looked around at the mantle and noticed the portrait of Ratigan, looking smug as possible, Ella scoffed at the portrait and looked around the other items. Her eyes glanced to a small jewelry box, in amazement she picked it up and noticed the decorations around it. The small swans with little crowns, while small rubies and emerads covered the top. Her mind raced _I've seen this before.. _her fingers darted around the bottom of the box and felt a small hole shaped like a swan. She admired the box until she heard the door burst open.

Basil spoke slightly to Dawson "Well obviously-" he stopped and stared at her holding the box close to her body "You!" he grabbed the music box out of her hands "What do you think you are doing!" he rested the box back on the mantle and stared at the young woman "What are you doing here? Do you think it's appropriate to touch other people's things?"

She tried to talk but couldn't, all she could do was move her mouth with nothing coming out "Nothing to say? Maybe if I take you to Mouseland Yard you can confess why you were snooping around?" she stuttered "I-I'm sorry." She bumped into Dawson and tripped, meeting her eyes with Olivia's "Olivia?" the little mouse looked at her with amazement "Yes?" Ella stood up and ran out. Afraid to spill her secret, she ran out and hid in the alleyway bumping into Jeremy "Jeremy! Lets go!"

Ella hopped on his back as they flew into the setting sun. Basil stood outside his flat when he felt a slap on his shoulder "Mr. Basil! What on earth is wrong with you! That girl-"

Basil rubbed the life back into his shoulder "That young woman was snooping around my flat, touching my personal items!"

"She needed your help you fool!" Mrs. Judson said, she marched back inside when she walked back to him and whispered "Now I may sound foolish, but she looked a great deal like Anna…"

Basil rubbed his temples as he walked away from her "Impossible." He quickly said.

"Mr. Basil I-"

The tan mouse stopped her "I do not want to hear another word about who she looked like.. its impossible." He walked back up the stairs to the flat when he felt a tug on his sleeve "Basil, she said my name." the detective stopped walking and turned to Dawson with a wide mischievous smile, he rubbed his chin. Dawson looked at him "Basil what to you make of it?"

"Cant you see Doctor? We have another accomplice!"

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	8. Chapter 8

Jeremy was out of breath when he landed in front of the park "What happened Ella?" Ella rubbed the sweat off her brow "I didn't know what to do…I was just so scared." She started to tear up "What if they find me? What if Ratigan finds out? What am I gonna do?" Jeremy held her "Ella its okay! We're all right!" he laughed "If it matters to me.. I think we make a pretty good team!"

She wiped her tears away "Y-Yeah.. we do." She smiled and hugged him back "Thank you Jeremy." He let go and looked up, he turned her around and had him face Leo, who was walking towards them. He started to fix her hair and her knee length dark purple dress. "Jeremy what are you doing?" he pulled her hair in a low bun.

"Go get em tiger!" he said and started to fly away.

She nervously looked back "Jeremy no! where are you-" but it was too late, Leo was standing right in front of her. "Um.. hi."

"Was that Jeremy? He said as both looked to the sky "Yeah..he was just..So what do you want to do?"

They walked along the moonlit park, walking along the flowers and shrubbery that was shaped like different animals, and different statues with a huge fountain holding a statue of two people embracing. They laughed along as Ella spoke "You didn't!"

"I released that snake out of a dare and because I had only read that they are peaceful creatures."

Ella smirked "Well you could have realized that they-"

Leo rubbed the back of his neck "Were only peaceful in their own environment two thousand miles away.." he laughed "Well that got me two months of punishment I'll tell you." Ella continued to laugh "Well when your young-"

His green eyes widend "Young? It happended last year.." they both laughed as Ella looked around "Even though you do act like a child.. I really think you are going to be a great king someday."

Leo's green eyes looked to her "Really? Thank you.." he smiled and Ella whispered "Don't thank me just yet." Fidget came out of the bushes "Come on! Get the goods toots!" Leo turned back around and Ella kicked him in time to push him back in the bushes, when she looked back he disappeared in the night. She smiled and suddenly tripped into Leo's arms "Sorry, weak ankles.." Leo helped her up and led her to a stone bench, with a smile she crossed her legs and rubbed her leg "So..do you have problems with things like this?" Leo watched her leg "Weak ankles I mean."

"No." he simply said. She sat up and scooted towards him "No medical problems.. No weaknesses what so ever?" he nervously got up and smiled "I'm afraid not.." she sighed in defeat "Your highness you really are perfect."

"I must admit, you are the first woman who has not swooned in my arms." He laughed and she rolled her eyes "Well I'm not really the person to be charmed.." the prince looked at her with a serious face "You know when I was little, the prince title never really mattered to me.. the ceremonies, parties, being told where to go and how to dress never appealed to me. I would have given anything if I could be like everyone else."

Ella crossed her arms "You wanted to be petty and dishonest?"

Curiously "Everyone's not like that."

She looked at her reflection in the water coming from the fountain, disgusted at herself "Yes they are."

Leo held her on the shoulder "You're not like that." She suddenly stood up and looked at him in the eye "How do you know what I'm like?"

He took her hand and smiled **"**All I know is.. You're the most amazing person with... weak ankles I've ever met." Ella steped back and got pricked on an arrow of a tiny statue of Cupid, looking back with a sense of irony. "Ella, when I'm with you I-I don't feel so... alone."

She looked at him sympathetically and turned away "Sometimes its better to be alone.. nobody can hurt you.." Leo looked at her with an amazed look. Ella gave off that tone of being hurt, left alone, and neglected. He reached over and grabbed her hand, allowing her to face him "Ella? I would never, ever, hurt you.." she leaned in closer to him "And I don't want to hurt you either." Their lips were growing closer "So lets just end this..um…" she closed her eyes "Before..we.."

"Prince Leopold Randolph!" Lawrence was marching towards them, with a disgruntled Jeremy in tow. "Gah! Easy on the pullin mister!"

Lawrence's tan face was turning red "I have been searching for you ALL day! I have been running around until I found this scoundrel!" Jeremy started to struggle "For a small mouse you got a tight grip." He let go and Jeremy hid behind Ella for protection. Lawrence looked at the prince "We will talk about this later. Say goodbye Leo."

Leo turned to her and Ella spoke "Sorry about that.." Leo smiled as he grabbed a white flower off a bush "Aww he'll get over it." as Lawrence grabbed him he kissed her on the cheek, making her blue eyes instantly brighter as she touched the warm spot he left. She watched him disappear into the night and saw Jeremy standing next to her "So…" he smiled.

Ella rolled her eyes "You think a girl would learn.."

**If there's a prize for rotten judgement **

She faced the cupid statue and turned it away from her

**I guess I've already won that..**

**No man is worth the ****aggravation**

She threw the flower behind her and Jeremy caught it swiftly

**That's ancient history, been there done that! **

Jeremy smiled and tried reasoning with her **Who you think your kiddin? **

**He's the earth and heaven to ya! **

**Try to keep it hidden **

**Honey I can see right though you **

**Girl, you can't conceal it  
I know how you feel and  
Who you're thinkin' of**

Ella pushed the flower away from her **Oh-no, no chance, no way,  
I won't say it, no, no**

**You swoon, you sigh, why deny it, uh-oh?**

**It's too cliche, I won't say I'm in love**

**Shoo-doo, shoo-doo, oo-oo-oo**

**Megara: I thought my heart had learned its lesson  
It feels so good when you start out...**

**Jeremy: Ahhh..**

**My head is screaming get a grip, girl  
Unless you're dyin' to cry your heart, oh**

Jeremy tried to comfort her, but she broke away knowing if she falls for Leo, it would hurt her more than she thinks.

**You keep on denying  
Who you are and how you're feelin'  
Baby I'm not buyin' hon,  
I saw you hit the ceilin'  
Face it like a grownup  
When you gonna own up that you  
Got Got Got it bad**

**Ella: Oh, no chance, no way,  
I won't say it, no, no**

She notices a statue of the two people embracing and sighs.

**Jeremy: Give up, but give in,  
Check the grin, you're in love**

**Ella: This scene won't play,  
I won't say I'm in love**

**Jeremy: You're doing flips, read our lips  
You're in love shoo-doo, shoo-doo**

**Ella: You're way off base,  
I won't say it**

**(Overlapping: She won't say in love)**

**Get off my case,  
I won't say it**

**Jeremy: Girl, don't be proud,  
it's okay, you're in love**

Jeremy placed the flower in her hair, she pulled it out and smiled slightly.

**Ella: Oh.. At least at loud  
I won't say I'm in love...**

**Jeremy: Shoo-doo, shoo-doo, shoo-doo, shoo-doo Sha-la-la-la-la-la-la Haaa**

* * *

The next morning, Leo left his flat early not acknowledging Lawrence. He waited at least one hour in the pub for Ratigan's thugs to find him and lead him to the lair, he didn't even question the blind fold or how long it took to lead him through the pipes. He marched through the gate and stepped into Ratigan's office, not even knocking. Ratigan turned around, still holding a small glass of champagne "Ah Your highness! I was expecting you! I heard about last night with Hildegard and I had hoped you would come to talk about it."

Leo marched up to his desk "I do apologize about last night and I hope to ask you an important question." Ratigan chuckled "Oh I knew your mind would be clear overnight.. that is what I told Hildegard."

"I would like your permission-"

"Mhmm yes?"

"It would be my honor..."

Ratigan's eyes brightened as he brought out a celebratory cigar and he sipped on his drink

Leo stepped forward "I would like your consent to ask Ella to marry me."

Ratigan continued to talk "Yes! Hildegard will be- wait WHAT?!" he dropped his drink "Now why would you want to do that?" he rubbed his chin in amazement at the young mouse.

"Well you are her only living guardian and I thought it was respectful to-"

Ratigan silenced him "No matter, I knew this was going to happen.. so I took the liberty of asking someone to talk to you." He clapped his hands twice and in entered Lawrence, crossing his arms.

"Lawrence?" Leo said to the tan mouse. Lawrence adjusted his collar "Leo, I only want the best for you." He began "And I don't want to see you give up the chance of becoming a great- maybe greater king than your father!" he patted him on the shoulders as Leo broke away "How about what makes me happy? What about love?"

Ratigan intervened "If it matters to me.." he chuckled in amazement "Well in fact it does actually. Ella I think, is not what you want in a princess. Hildegard however is refined, graceful, stable, intelligent woman that deserves to be on the throne." Leo crossed his arms "And what is wrong with Ella if I may ask?" Ratigan sighed dramatically "She's naïve, simple-minded, a daydreamer."

Lawrence chimed in "Lacking refinement.."

Prince Leo sent daggers to Lawrence "She sounds like a perfect person to me.." Ratigan smiled brightly "Now, Now, I can see that there is some tension.. maybe if we discuss this later.."

Leo faced Lawrence "When I was young.. someone taught me to never judge on appearances or morals.. that person needed to head his own words." He stomped out of the room, slamming the door.

Ratigan smiled and patted Lawrence on the back "What am I going to do with him.."

The silver rat watched him leave, speeding up to talk to Leo. Ratigan smiled "Oh I'm sure he will see things our way, quite soon."

* * *

Hiram paced back and forth in the crowded cell "You really think she's safe?"

Ella smiled "I promise you.. I couldn't grab Olivia but I think she's going to be fine in his hands." She brought out the newspaper clipping "From what I read, I can tell he will stop at nothing until his case is solved, even protecting the innocent."

"Thank you Ella, you really are a saint." Hiram smiled and gently touched her shoulder. Ella giggled "Well I never thought, in all my years that I would feel so…strong." She marched out the door and locked it softly, suddenly a voice was behind her "Making friends hmm?"

Ella turned around and gasped, facing Ratigan and instantly looking to the floor "I-I was… um.." Ratigan smiled "Now, now my dear, I realize you have been spending time with our little prince.. did you find the weak link in his chain?" he chuckled at his joke. Ella scowled at him and crossed her arms "You can find yourself another girl I quit.."

His yellow eyes brightened "I do apologize, I think I have something stuck in my ear-"

She spoke up loudly, For the first time in years "Then read my lips…forget it." she started to walk away and he grabbed her hand "Ella, don't you remember our little deal?" he smiled slyly.

"I don't care anymore." She broke away from his grip "I won't help you hurt him."

Ratigan lit his cigarette pole "I am amazed you would give up something like your freedom for some..man."

She smiled as she looked away again, not noticing his curious look "He's different.. he's kind, smart, and for the first time he's the one who has ever asked what I want." he brought out the flower she had in her hair "He wouldn't do anything to hurt me." Ella sneered, not bothering to look behind her "And besides.. you can't beat him… he has no weaknesses, he's gonna-"

She turned around, noticing Ratigan's smug look on his face. His eyes peered straight into hers as he grabbed her face affectionately "I think.. he does Ella."

He grabbed the flower out of her hand, tossed it to the floor and smashed it with his foot.

"I really think he does…"

* * *

**REFERENCES! SO MANY APPROPRIATE REFERENCES! THANKS FOR THE REVEIWS!**

**PLEASE REVIEW AND FOLLOW!**


	9. Chapter 9

"Leo, please! Wait! Let me explain-"

Leo continued to walk "There is nothing to explain Lawrence, I understand."

The tan mouse's stopped "Wait you do?" Leo looked back at him "Yeah, I understand that you are as shallow as Ratigan, Hildegard, and everyone else in this town!"

"Well if you don't want my help-" Lawrence tried to talk, Leo interrupted again "With what? Falling in love?"

"Making the right choice!" he yelled into Leo's face and the prince screamed back "You want to help me? Then LEAVE!"

"Fine I QUIT! I should have quit looking after a grown five year old AGES ago!"

Leo looked at him "You can't quit! You're fired!"

He started to walk away "You can't fire me! I already quit!"

"GOOD LUCK and GOOD RIDDANCE!" Leo said to him "Thanks for ALL your help!" he disappeared around the corner and Leo crossed his arms, he looked back with a sign of regret not knowing what the future was going to hold for him.

* * *

On the surface of London, Ella wandered outside into the cold air. She slipped on her cloak and walked along the boardwalk, through the dark fog until she ran into a familiar shadow "Jeremy?" he flinched "Gah!" he opened his eyes and noticed her distressed look "Ella! What's wrong?" she held him on the shoulders, his eyes looking into her intense blue orbs. "Jeremy listen, I need you to take me somewhere.."

"Sure anywhere!" he laughed and laid out his wing for her to get on, She had barely stepped on when she felt someone or something yank her back by her cloak, one of Ratigan's thugs had followed her, and was intent on bringing her back "Going somewhere sweetheart?" he laid a knife to her throat and she muttered "Oh yes.. I was on my way to-" she kicked him in the groin area and watched him fall to the floor, Ella yelled "Jeremy run!" Ella decided to run an opposite way and was met by three other thugs had grabbed her, one thug smiled evilly "Temper, Temper Ella" they started to drag her "Let go of me!" the last thing heard was her muffled scream as they wrapped her mouth shut with a cloth.

Jeremy watched in horror as he began to run away. He hid behind a brick wall when the smoke cleared. He noticed a small letter on the floor that read _To Leo _on the front, written in black ink. He spoke to himself "I have to go get help! I have to find Leo!" he flew into the sky and ran into a brick wall, "Excuse me, pardon me.." He shook it off and yelled "Leo!" shouting his name in a panic.

* * *

Leo walked along the sidewalk for about an hour, not knowing where to go or who to see. His white shirt was wrinkled and tucked out of his dark brown pants. He looked up at a partially lit flat and noticed the street he was on **"**_Baker Street" _he muttered as he walked up the stone steps. He knocked on the door and was immediately opened by Basil "Leo? What are you doing here?"

"I needed to come see you.. Me and Lawrence had huge fight and I just needed to see you." Basil looked at him "You found that girl didn't you."

Leo smiled "Yes.." he shook his head "But her name is-" Basil practically ignored him "I am on a case Leo I can't help you." Dawson, Leo, and little Olivia watched as Basil slipped on his coat "We have just run into a possible target!" he smiled "Now it's off to Toby's!"

Dawson questioned "Toby's?"

Basil adjusted his inverness hat "Oh he's just the chap for this!"

Basil intervened between Dawson and Leopold "You see Leo, someone has broken into my flat, sneaking around.."

"What?" Leo's eyes brightened "Any idea of who it could be?" Mrs. Judson pushed through the door "It was just an innocent woman who needed help..poor dear is probably in dire need of help and you scared her half to death!"

"Basil-" Leo began but Basil jumped in "No excuse..anyone can be a suspect...even a young woman in need of 'help' "

Olivia tugged onto the prince's arm "Miss Olivia Flaversham! Good to see you again!" he smiled at her and knelt to her height as she spoke. "We're going to find my father!"

Basil nearly screeched "What? This is no business for children.. absolutely not!" the little mouse continued to stuff little crumpets into her jacket "Are we going to take a cab?" Mr. Basil smiled as calmly as he could, grabbing the girl's arm, focusing her attention on him "My dear, I don't think you understand..this will be quite dangerous."

Leo smiled "I don't think she's much trouble Basil." The detective fumed as he turned around and pulled out a broken violin "Look what she did to my violin! What is-" he calmed down and looked at Olivia "Young lady, you are not accompanying us.. and that is FINAL!" and he stomped his foot down.

* * *

Basil opened a small secret opening, looking around as quiet as possible. Suddenly, Olivia opened the door fully and Basil scowled at her "And not a word out of you..Is that clear?" she hushed her as a voice echoed through the room. "I observe that there's a good deal of German music on the program. It is introspective and I want to introspect."

Another voice echoed "But Holmes, that music is so frightfully dull." .

The two men leave, leaving Basil, Olivia, Leo, and Dawson free to come out into the open. Basil begins to call out to his_ friend_.

"Toby? Toby?" he called in the empty room. Curious, Olivia tugged on Dawson's sleeves and whispered "Who is Toby?" Dawson smiled at her "Well my dear, Toby.." he looked at the detective "I say Basil who is this Toby chap?"

At that moment, a thunderous shaking came closer and closer when Basil shouted "Ah! Here he his now!" Leo smiled "Toby? I haven't seen him since he was a puppy!" Toby smiled and licked him, wetting his light grey fur "Good to see you too boy!" he laughed, Dawson was nearly shaking in his shoes, Basil pushed him forward "Dawson, Toby. He lifted his hat "Charmed, I'm sure.." he growled instantly and Basil pushed him back "Toby, Now Toby! Toby, stop that! Toby, cease! Desist! Ha!"

Dawson is trembling behind the leg of a chair. Toby is now sniffing around at a new scent. Basil continues to praise him "Tsk, tsk, tsk. Frightfully sorry, old man. Toby has the most splendid sense of smell of any hound I've trained. But he can be deucedly frisky."

Leo chuckles as Toby stops at a footrest, where Olivia's feet can be seen from behind the fringe. She cautiously pushes it aside and smiles at Toby, who seems to like her just fine. "Hello Toby!" She pats his nose and Toby sniffs her again, wagging his tail "Silly doggy! Would you like a crumpet?"

Toby nods happily as Olivia reaches into her coat pocket. She holds it up for him and he licks it off her hand.

Basil realizes the mission and reaches into his pocket " Here now, Toby? Toby! To the matter at hand. I want you to-"

He turns, but Toby isn't listening to him. He's on his back, enjoying a belly rub from Olivia, with careful supervision from Leo and Dawson. Basil whistles, and Toby rolls his head back to see him clearing his throat and tapping his foot. Olivia slides off Toby into Leo's arms, and Toby rolls back to his feet, facing Basil. "Good, now Toby! Toby... I want you to find... this fiend!" Toby growls at the scent."Yes, you know his type." He barks loudly "A villain. A scoundrel! Low brow. Close set eyes. Broken wing."

Toby pauses and looks at Basil, confused at the description.

Basil chuckles to himself "Oh, he's a peg-legged bat with a broken wing." Toby starts to growl again  
"Yes! Yes! That's the spirit! Got his scent? Toby nods happily, and Basil retrieves his leash.

"Good boy, good boy!" the leash clicks on his collar

Basil turns to face Toby again, but he has turned around and is smiling at Olivia, Leo and Dawson. He moves in front of Toby. "Miss Flamchester!"

Everyone corrects him "Flaversham!"

"Whatever." He smiles at the door "Your father is as good as found. Toby... Sic em!"

As Toby rushes out, he accidently stomps on Basil. The dazed detective manages to hold on to the leash and quickly regains his wind.

The dog rushes off through the door "Ah-ha! Yoicks! Tally ho! Ha-ha! Ha-ha!"

Olivia, Leo, and Dawson rush after the pair, trying to catch up.

* * *

In a few moments in the street, Toby is sniffing at the ground. He gives a sudden howl and breaks into a run startling everyone on his back.. Olivia is holding on to Basil's waist, who is hanging on to the prince's at Toby's collar.

" The thrill of the hunt, eh, Dawson?"

Dawson, desperately clinging to Toby's tail, he gives a nervous chuckle " Q-q-quite!"

Basil shouts as they disappear into the distance "Oh-hoo-hoo. Our peg-legged quarry can't be far now!"

* * *

Fidget is inside the toy shop, removing the Royal British Guard uniforms from toy soldiers. He stuffs them into his sack and reaches into his wing pocket for the list and a pencil. "Get the following. Tools, check. I got tools. Gears, double check. I got gears. Girl,"he makes a check and then erases it "No, didn't get girl. Uniforms." He chuckles to himself "I got plently uniforms!" He chuckles again, and is then startled as Toby howls outside. Fidgets eyes go wide "Oh no, oh no. I gotta hide! I gotta hide! Ooh, I gotta hide!"

Fidget grabs the hats from the soldiers and stuffs them into his bag. He jumps on top of a clown toy onto a higher shelf, as the list flutters in front of the toy soldiers without him noticing. Back outside, Basil has jumped off Toby's muzzle onto the window ledge. He patted Toby on the snout "Splendid job, Toby!"

Leo jumps off of Toby's snout and smiles, next Olivia reaches out her hands and Basil rolls his eyes. She jumps off and nearly falls off, only to be caught by Basil at the right moment. Basil's awkwardness requires him to set the girl down and scoot her away. Leo nudged him "Didn't know you were so fond of children." He laughed and walked off. Dawson was the only one left on Toby's snout, the dog growled as Dawson smiled nervously. Toby huffed his nose and the mouse rolled off, running into Basil. The detective brushed himself off and looked around, his eyes darted from the floor to a tiny hole in a glass window "A-ha! Here, Is our friends entrance." Leo quirked an eyebrow "But Basil how can someone fit through-" he grabbed his hand, shoving his finger into the glass hole, opening the glass door.

Dawson smiled "Basil you astound me!" They all entered the hole and looked around the entire store. Dolls, bears, wind up toys was only the beginning of the gigantic store. Dawson was particulary impressed "Upon my word, I've never seen so many toys!"

Basil quickly turned around "Behind any of which could lurk our blood thirsty assassin!" Leo tilted his head "I forgot to ask, what case are you on?" Basil hushed him, far too busy to answer any questions. As Basil steathily moves between the toys and through shadows, Olivia, Leo and Dawson stay close behind. They start to climb up a ladder, leading them to a higher shelf. Basil and Dawson quietly creep down the shelf, when a sudden crashing noise from behind causes them to freeze, and Dawson to leap into Leo's arms. They look behind them and see that Olivia has turned on a toy music box, and is watching the noisy fireman band play.

"Oh! What the... Ooh!" Utterly annoyed, Basil pushes Dawson off of him and leaps for the control lever, shutting the toy off. He turns to Olivia.

Basil intensely looks at the girl "Please! Quiet!" he turns to Dawson and Leo, "Don't let this girl out of your sight."

Dawson stands at attention and salutes as Basil walks past. He looks to Olivia, who is giving a playful salute of her own. Leo laughs and follows Basil up ahead.

Dawson calmly takes her hand "Now Olivia, dear, stay close."

From above, Fidget watches the trio move across a chessboard. Basil pauses by the rook "Hmm." pushes the rook over one space Checkmate. "Ah-ha!" Basil holds his magnifying glass to his eye, staring at Fidget's footprints "Evidence of our peg-legged adversary." Leo thought to himself Peg Leg? Where have I seen that before..

Basil hums as he follows the footprints, stopping at the rows of naked toy soldiers. "Hmm... how very odd."

"What is it, Basil?" Dawson said quietly. Basil looked at him "Isn't it painfully obvious doctor? These soliders have been stripped of their uniforms.." he glances at Olivia "And not by any child either.."

Suddenly all the music boxes begin to play, and winding toys are moving along the shelves. A puppy pokes it's head out of a hat and barks. A bunny is moving an egg shell up and down as a baby chick chirps inside. It rolls by a fiddle player and a carousel. Nearly every toy in the shop is operating on it's own. Olivia, seeing some bubbles, follows them, separating herself from Leo, Dawson and Basil.

A small Dumbo toy is the source of the bubbles, and there is a mouse-sized baby carriage that is slowly rocking back and forth. Olivia approaches it, and as she reaches up to pull the blanket back, Fidget lunges at her, a bonnet on his head. In the other room, Leo speaks quietly to Basil and Dawson "I think I know where I've seen that-" then they all hear her terrified scream.

Dawson shouts "Olivia!"

Olivia struggles as he shoves her in the burlap sack "Gotcha!"

"Quickly Doctor, Leo!" as Basil disappears behind a book, he quickly changes direction as a large ferris wheel toy is rolling towards them. "Ah, ya, ah! Look out!"

The boys leap out of it's way on an Around the World path toy. A large doll is falling right over them, and they run for their lives, but only move the paper path below their feet. Just as the doll is about to land on them and crush them, they reach the end of the path and are able to leap off just as the doll breaks.

Leo looks up as he's dusting himself off "Fidget?" the bat looks at him, and wickedly smiles. The bat waves "Bye bye!" he goes through the entrance and meets with Toby's snout who growls in return. He runs up a tower of toys with Leo following fast behind him, Basil is totally obvious to who is following him and heads up the opposite path. Fidget clings on to the top of the ceiling window, watching as Leo and Basil collide into each other, toppling down the tower of toys. Fidget laughs as he throws the sack over the roof, Olivia's muffled pleas for help barely audible "Help! Uncle Basil!"

Fidget hauls the sack over his back and sings "I got the gears, I got the tools, I got the uniforms, I got the girl, heh-heh-heh-heh."

"Basil? Prince Leo?" Dawson shouts, Leo pushed his way through small wind up toys as Dawson sighed with relief "I'm fine.." he smiled. Both their ears perked up as they heard the sound of a doll crying "Mama!" behind them was Basil attempting to untangle himself, Dawson whined "Basil..Olivia.. she's.."

Basil fell to the floor with a thud and got up angrily "She's gone Dawson! I told you two to watch over the girl!" he dusted himself off "And now she's been spirited away by that maniacal little monster! Soon to be in the clutches of one of the most deprived lives in all of London! I should have known better than to-" he turned around and noticed Dawson's disappointed look, crushed at what he had caused "Dawson? I say old chap.."

He sniffled "P-poor girl.." Dawson shook his head "I should have watched her more closely.."

"I say Dawson, well get her back.." Dawson smiled and looked at him "Is there really a way Basil?"

"There is always a way Doctor, as long as- "

Leo finished "One can think?" Basil smirked at him "Yes Leo.." Leo smiled and crossed his arms "Well I've heard that enough in the last few days.." As they were talking, Dawson picked up a small list and began to read from it "Get the following… tools…gears…girl.. uni-" Basil grabbed it from him "Ah ha! You've done it Dawson! Quick! Everyone back to Baker Street!"

**BOOM! NEXT CHAPTER! REVIEW AND FOLLOW PLEASE!**


	10. Chapter 10

Fidget delighted himself as he took Olivia away from Ratigan's hands and shoved her in the green wine bottle "That outta hold ya!" he blew a raspberry at her and clopped away as his boss praised him "Oh the uniforms, ah fidget I knew I could rely on you!" he chuckled and looked at the small bat "Now, you didn't forget anything?"

He chuckled "No problem! I took care of everything! Everything on the list." he looked through his pocket and saw that the list was missing, he muttered to himself "What's wrong.." Ratigan sneered.

Fidget searched around him as Ratigan questioned "Where's the list?" Fidget started to breath heavily, pleading his case "Well, it was like this; I was in the toy store..then I heard a roo- aroo!"

"Your not coming through.." Ratigan rubbed his temples

"A dog came, I ran! I had baby bonnet, girl in bag, and Basil, He ch-chased me!"

Ratigan's eyes lightened "What?! Basil on the case!" he nearly clutched his chest, as if he had a heart attack, he suddenly grabbed Fidget calmly like a baby and cradled him "Oh my dear Fidget, you have been hanging upside down to long.."

He wrapped a wing around his back as they turned a corner "You mean your not mad? Oh im so glad your taking this so well.."

Suddenly, the small twinkle of a bell was heard and also the blood curdling scream of Fidget. Felicia had grabbed him and attempted to stuff him in her mouth "Not me, you idiot. No, stop you stupid fur ball! Open up! Open up! Ai, ai, ai! Oh, ow! You're hurting my wings!" Ratigan looked at himself in the mirror in disgust "How dare that idiot Basil poke his nose into my wonderful scheme and foul up everything!"

"Help!" Fidget pleaded. Ratigan held on to the wine bottle "Oh I can just see that insufferable grin on his smug face!" he banged his head on the glass twice, causing him to wince in pain. He suddenly looked up and instantly smiled, as if he knocked a new scheme in his head "Yes..Yes I can just see it..Hee-hee.." he chuckled and snapped his fingers "Felicia, release him.."

Felicia spit out the small little bat, mangled with holes in his ears. Ratigan picked him up with delight "Oh Fidget you delightful little maniac! You've presented me with a singular opportunity.." He sympathetically frowned "Poor Basil…Oh he's in for a little surprise.."

"Boss! We got her!" The thugs ran in holding a struggling Ella, she cried for help underneath the wrap that was holding her mouth shut. "She was about to fly the coop professor, but we grabbed her just in time.." one thug held her close and she rightfully stepped on his foot.

"Tsk, Tsk, Tsk.. Ella, I was worried sick about you, so you could only imagine that I took the liberty of having you escorted back here.." he took of the handkerchief covering her mouth and pulling through her dark red hair "I'm stronger than you think.." she muttered bravely.

"You know I love you Ella, like a daughter.." he stroked her face gently.

She scowled at him "You have a funny way of showing it." she was restrained back by two larger thugs "Your plan is done for..he won't come back."

"For me he won't.. but maybe something or someone else could change his mind." He smiled and waved at the thugs "Lock her up.. she needs some time alone." she stepped on the thugs foot again and attempted to run away, then she suddenly saw Olivia in the green bottle "O-Olivia? No..this is all my fault." the little mouse nodded and she attempted to pull the cork to free her, but was grabbed by the thugs once more. She was thrown into a barrel next to Flaversham's "Let me out! This isn't right! You cant do this!"

"Ella?" she heard a muffled sound as she crept next to the wooden wall "Hiram?" tears rolled down her white fur, "I-I'm sorry.. I thought she was safe, I knew I should have grabbed her, this is all my fault.." Hiram reached his hand underneath the wood, softly touching her hand "There, there Ella.. its fine.. "

* * *

The trio finally made it back to Basil's flat. Basil fiddled with the piece of paper "Offhand, I can deduce very little. Only that the words are written with a broad pointed quill pen which has spattered, twice. That the paper is of" tosses it in his hand, testing the weight "native Mongolian manufacture, no water mark. And has" he puts it to his lips and smacks it several times "been gummed, if I'm not very much in error" he sniffs at the paper, then holds it at arms length in disgust "by a bat who has been drinking Rodent's Delight! A cheap brandy sold only in the seediest pubs.."

The prince looked at him, then suddenly remembered what had happened minutes ago "Basil! I've seen Fidget before.." Basil was astounded "What do you mean?"

"When me and Lawrence were looking at all the eligible Ladies, one woman on the list was Ratigan's daughter.."

Dawson yelled "He has a daughter?!"

"Of course he does Dawson.. one of the most-"

Leo finished "Spoiled, pampered, women in all of London.."

Basil held him on the shoulders "Do you have any clue where his lair is.." Leo rolled his eyes "I had to be blindfolded the entire way there.." he crossed his arms "So Ratigan is the cause of all of this.. mess." He thought of Ella, "Oh no I have to go and-" Basil hushed him as he stepped to his test tubes and chemical table "All in good time.."

Moments passed as he inspected the letter "Hmm-hmm. Hmm. Coal dust. Clearly of the type used in sewer lamps." He burned the small piece of paper Basil lets the ashen remains of the paper fall into a bowl, and he pats it down with a small wooden masher. He pours the contents onto a glass jar of a yellow chemical, which turns blue. Dawson stares at the liquid with his bifocals, but Basil has returned with a vial of a red chemical.

"Excuse me Dawson..." holding the red chemical over the jar "Steady hand."

Basil lets a single drop fall. A small puff of smoke comes out as the chemical turns violet. Basil sets the jar below a glass spout and reaches to the other side of the chemistry set to turn on a small flame. The green chemical inside bubbles up and slowly makes it's way through the tubes, Basil encouraging it soflty.

Basil mutters to the tubes "Yes, yes. Good, good. Come along, come along, come along, come along. Come along, come along, come along come along... Haha... Yes, yes, good, good. No, bad. Good, good, oh, no. Come along, come on. Yes, come on."

Basil, Leo and Dawson watch intently as a single green droplet is hanging above the violet chemical.

Basil whispers "Yes... Yes..." the drop falls, making the chemical turn red "Ah-ha!" puts his arm around Leo "We've done it, old fellow! This reaction could only have been triggered by the paper's extreme saturation with distillation of sodium chloride."

Basil moves away from the table as Dawson continues to study the now-clear chemical.

Dawson and Leo say at the same time "Salt water?"

Basil begins rummaging through his maps "It proves beyond a doubt, this list came from the riverfront area." Leo muttered to himself, the same time as Basil "The Rat trap.." Basil uses his darts to pin the map to the wall. "Ah, now steady on there, Basil." Said Dawson calmly "We-" a knock was heard at the door, Dawson answered it and noticed Jeremy, out of breath and almost falling to the floor, he locked eyes with the grey mouse "Leo! Leo! I-" he fell over out of breath, Leo poured a glass of water on him "Jeremy, Jeremy are you ok?"

He sat up almost reaching the ceiling of the house "I was flying.." he chuckled "Well of course I was flying.." Leo rolled his eyes and pulled his face to his "What happened?"

"Some thugs took Ella away!"

Leo screeched "What? Who?" Basil muttered to himself "Ella?" he shook it off simply "See here, I don't have time for this! I am on a case!"

Jeremy continued "It went like this.. A big thug grabbed her and said 'Your coming with me you little princess' and she yelled 'I aint your princess, leave me alone!' she started fighting him and like a coward I hid and came to look for you..she's in trouble Leo, she needs your help!" he handed Leo the letter "She dropped this when they took her away..its for you."

He cracked open the letter, reading it in his head:

_Dear Leo, _

_This is the hardest thing I've ever had to do, and I hope you'll understand. We can't be together. I can't tell you why. My whole life has been nothing but darkness, and I can't wish the same upon you for the rest of yours. Please believe that this is the only solution, don't follow me. I wish you the best. I still really do believe you're going to be a great king._

_Goodbye forever. Ella._

He crumpled the letter, dropping it to the floor. Leo looked up "We have to get her back.." Basil patted him on the back "All in good time.. for right now we have a case on our hands.. we have to find Ratigan's lair." He looked at his wardrobe, then back at Leo and Dawson "But not looking like this.."

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	11. Chapter 11

Jeremy, Leo, Dawson and Basil headed to the docks, using Toby of course. They climbed down to the familiar pub. Basil whispered "Stay Toby, Stay.." Leo adjusted his goldish brown shirt and tucked his pants into his brown boots. Basil adjusted his grey hat and he looked behind him "Dawson, come along..

Leo looked at Jeremy "Maybe you should stay out here with Toby.. Just to be safe."

Jeremy worriedly touched his shoulder "Just make sure Ella is fine.. she's the only friend i've got." Leo hugged him and walked down the dock.

Dawson muttered to himself "I feel completely ridiculous."

"You look perfect." Basil smiled as he dusted off his black jacket.

"Perfect? Perfectly foolish!" he pulled down his short red striped shirt, and headed down the dock in a huff. Before they entered, Basil turned to them and lit his cigarette "Stay close boys..and do as I do."

The bartender is cleaning a mug and looks to the boys as they approach. Basil signals him for service as he walks to a table. Dawson copies his movements, though his seem to be a little more exaggerated, Leo slapping himself on the head in frustration. The bar patrons are eyeing them suspiciously. A knife suddenly lands at the floor in Dawson's path, and he stumbles back, knocking a woman's chair forward

He bows apologetically "Ah! Oh I do beg your pardon, Madam. ¬"she blows her cigarette smoke in his face, making him choke "Quite unintentional, I assure you." Everyone laughs at his coughing as the woman returns to her poker game.

Dawson stomps his foot "How impertinent!" Basil grabbed him and whispered "Remember Dawson, we're low-life ruffians."

"Well, I was until that..."

Basil shushes him as they take their seats. Dawson gives a haughty nod at the woman. On stage, the octopus has nearly finished his dance. The pianist is getting nervous seeing the unhappy faces of all the patrons. The octopus on the stage finishes, and catches his balls in his hat and bows, apparently very surprised to hear the applause coming from Dawson. The boos quickly drown him out however.

One lowlife grumbles "Get off, you eight-legged bum!"

The octopus quite literally runs for his life offstage as food, knifes, bottles, and darts are thrown towards him. The barmaid comes up to the boy's table.

"What's your pleasure, mates?" she smiles

Dawson of course smiles in return "Uh.. I'll have a dry sherry with... oh perhaps a twist of-"

Basil has clamped his hand over Dawson's mouth, Leo rubbed his temples "We're dead." Suddenly, Basil adapts a ruffian accent.

"Three pints for me and my shipmates. Oh, by the way. We just got into port. We're looking for an old friend of mine. Maybe you know him. Goes by the name of Ratigan!"

At the mention of Ratigan's name, the barmaid gasps, as well as several poker players and the pianist. They stare at Basil in shock as the barmaid recovers from her shock.

The barmaid looks around nervously "I... never heard of him."

Dawson is nervous at all the stares, but Basil seems to be pretty pleased with the reaction he got. The pianist has started another song, and the curtains open to reveal a salamander on a unicycle, exhausted from the effort of holding a huge frog on his shoulders. The patrons immediately resume booing and throwing food and weapons onstage. As a knife strikes the piano, the pianist nervously begins the third act. The patrons are already armed with chairs, darts, and one with an ax, ready to throw them at whoever is next. But when the curtains open, a pretty lady mouse stands onstage, wearing a blue tank top, purple skirt, and pink shawl. The patrons slowly lower their weapons as she begins to sing to them.

**Dearest friends, dear gentlemen**

**Listen to my song**

**Life down here's been hard for you**

**Life has made you strong**

**Let me lift the mood**

**With my attitude**

As the beat picks up, she begins to strut onstage as every eye is focused on her, bouncing along with her song. Dawson looks as though he's fallen in love, Leo nudges him playfully.

**Hey fellas**

**The time is right**

**Get ready**

**Tonight's the night**

**Boys, what you're hopin' for will come true**

**Let me be good to you**

Basil seems to be the only one uninterested in the singer. He turns over to the bar and sees the barmaid whisper something into the bartenders ear, who discreetly pours the contents of a vial into two mugs of beer.

**You tough guys**

**You're feelin' all alone**

**You rough guys**

**The best o' you sailors and bums**

**All o' my chums**

**So dream on**

**And drink your beer**

**Get cosy**

**Your baby's here**

**You won't be misunderstood**

**Let me be good to you**

She moves behind the curtain as the band joins in, picking up the beat even more. The curtains pull back, and Miss Kitty is joined by two other twin lady mice, in pink hats, dresses and black elbow length gloves. Miss Kitty herself has put on black gloves, gotten rid of her shawl, and rips off her skirt, revealing her garter and feather boa around her waist. The patrons whistle, and one is trying to climb onstage. His buddies try and pull him back, but Miss Kitty kicks him down.

**Hey fellas**

**I'll take off all my blues**

**Hey fellas**

**There's nothin' I won't do**

**Just for you!**

Miss Kitty points to Dawson, who seems very bashful now. She leaves the stage, leaving the other lady mice onstage to dance for the pub. The barmaid has returned to Basil and Dawson's table, and hands them their drinks.

"Here you are, boys. It's uh... on the house." She smiles slyly and walks off.

Dawson grabs the drink "I say, how very generous." Leo looks at Basil with the same confused look.

Basil "Dawson..." Basil swirls his finger in the beer and takes a small taste "these drinks have been..." Unfortunately, Dawson has already drained his beer.

Leo whispers loudly "Drugged!"

Dawson starts to slur his words "Has a rather nice bite to it." he turns his attention back to the stage, and cheers and applauds loudly "Jolly good, ladies, jolly good!"

Leo shuts his mouth "Dawson, get a hold of yourself! we are on a case!" not listening to him, Dawson lifts his eyepatch "Oh, bravo, bravo."

Basil is irritated until he hears the sound of a peg-legged figure approaching. Fidget's attention is focused on the showgirls as well, and doesn't notice that Basil has seen him. Fidget's peg gets caught in a hole in the floorboard, and he falls, and angrily yanks his foot out, sending himself stumbling back into the bar. During this, Miss Kitty has come back on stage and is finishing her song.

**So dream on**

**And drink your beer**

**Get cosy**

**Your baby's here**

**Hey boys, I'm talkin' to you**

Basil smiles mischievously "If it isn't our peg-legged friend. Dawson, ooh hoo, what luck!" he turns and sees Dawson is gone, he looks at Leo's frustrated look "Dawson?" Leo points to the stage as Basil looks to the stage in shock "Dawson!"

Dawson has joined the showgirl's dance. Miss Kitty takes his arm and swings him around, and he rejoins the twins. Basil slaps his forehead and drags his hand down his face.

**Your baby's gonna come through**

**Let me be good to you**

The twins each give Dawson a kiss on the cheek. He giggles, then drunkenly twirls right of stage and onto the piano.

Striking one final pose "Yeah!"

A dazed Dawson is having visions of showgirls dancing around his head. The pianist is ready to hit him with a plank, but just as he swings, Dawson slumps down again. The pianist instead hits the head of a big mean looking mouse. He tries to hid the plank, but the larger mouse grabs him by the neck and is about to punch him. He manages to get loose, resulting in the punch hitting the piano so hard it crashes into the band members, sending them and Dawson flying in seperate directions. Dawson lands on his back as an all out brawl breaks out. Mice are strangling each other, hitting them with whatever they can, be it a shoe, a chair, or kicking them as they swing from a ceiling lamp. The barmaid and bartender rush over to break up the fight as Fidget enjoys his mug of Rodent's Delight. Several gunshots go off, some of which shatter the light bulbs. Basil has found Dawson as Leo is helping him sit up, lightly slapping his cheek to wake him up.

Leo's voice becomes distressed "Doctor Dawson? Dawson!"

The drug has worn off "What? What?" he sees the fight "What in heaven's name is going on?"

Basil motions to the bar "I've spotted our peg-legged-"

Basil looks to the bar, but Fidget is gone. Basil helps Leo with leading Dawson to his feet "Come on, old fella. There's not a moment to lose."

The bar fight has become even more violent. Basil sees a trapdoor behind the bar and he, Leo and Dawson move towards it, unnoticed. The fight continues as Dawson climbs down the passageway, with Basil right behind him. Basil slowly shuts the door, just as a chair flies over and hits it. Down below, Basil sees Fidget up ahead, climbing into a drain pipe. Basil motions for the boys to follow him and they quietly creep behind, as Fidget sings the show tune to himself.

Fidget stumbles into the darkness "Let me be good to you...Ba-boo ba-boom... So dream on, and drink your beer...Your baby's here!"

The trio look into the pipe, seeing Fidget disappear into the darkness.

Leo whispers "Basil-"

"Follow me."

The boys stumble through the pipes, Dawson continues to complain "Great Scott. I can't see a thing."

Basil shushes him "Shh. Grab my coat and follow along. No, no, no, not that way. Dawson, look out for your-" A sealed cap rattles as Dawson walks straight into it.

"Oww! Confound it!"

Leo mumbles worriedly to Basil "Do you have any idea where we're going?"

"But of course. Left turn. Right turn here, your highness."

* * *

As soon as they made it to the lair, Basil pushed the gate open "We've made it at last boys, Ratigan's secret lair.." he cringed "And it's filthier than I imagined." The boys crept through the entire area, Basil whispered "Dawson, the bottle." They saw Olivia curled up in a small ball, as the boys attempted to set her free from her bottle prison.

Leo turned his head at a familiar voice "Leo?" he fully turned around and saw Ella, in her dark navy servant dress. Tears were starting to roll down her face "Ella, I thought I'd never see you again, we need to talk.." Ella looked at him and touched his face "Leo please, tell me you never want to see me again-"

"l will if you tell me that you don't love me."

Ella looked around worriedly "lt's not that."

Leo demanded "Then why did you write me that letter? Tell me how you really feel about me."

Ella began to tear up and she looked into his green eyes "l love you." She shook her head "But l am wrong for you, Leo l am wrong for the kingdom." She tried to break away when he held her hand tighter. "ls that what this is about? Ella, that's crazy." He rolled his eyes and held both his hands on her face. "Up until I came here, I had no clue what love was..I just believed that all I needed to do was find someone that needed to help me get my money and title back."

He smiled "And then you come along." He noticed the tears rolling down her face "Ella, what's wrong?"

She rubbed them away "l wish l could tell you. l wish l could tell you everything."

He continued to talk "These last few days have been so perfect. Well, except for the bit where we almost got eaten by that cat." And his eyes saddened "And you wrote me a letter that practically ripped my heart out." He looked around and whispered to her "And l had to dance with Hildegard." She laughed through her sadness.

"But none of these things matter. We're together now. And when we're together, it's like magic. l never want it to end.. right now I don't care what happens to my money or my title. If I'm broke at least I have you." Basil turned around and noticed the girl "Is this who you've been talking about? She was the one sneaking into my flat." He continued to pull at the cork as Leo looked at her "What? You know what? I don't care..I love you Ella."

"And l feel the same, but...Leo, please listen to me, Ratigan is-"

He smiled and got down on one knee "Ella, l know. You're scared. l'm scared, too. This is... this is a big step. "Ella..." she attempted to pull away "Ella, will you marry me?"

She broke away and shook her head "No, no, no, no, no!"

He grabbed her hand once more "No? l don't understand. What is it? My politics?" He smiled and got back down on one knee, attempting to try again "Because those things aren't important. What's important is what's in our hearts. lf our love is strong, we can conquer anything.

Ella stuttered "L-Leo I-"

At that moment, Dawson knocked on the glass to wake Olivia "Olivia?" the figure turned around, it was Fidget! He blew a kiss as a large sign unrolled on top of the lair, the large sign read SURPRISE in big gold letters. The thugs all ran out and threw confetti in the air, Basil fell from pulling the cork and landed on the hard floor. Ratigan stood in the doorway and clapped his hands "Bravo! Bravo! A marvelous performance!" he laughed as Basil stood up, tightly stiffening. Ella was held by Leo in a tight embrace, Ratigan crept down the stairs and slid his pocket watch out "Though frankly, I expected you fifteen minutes earlier." He looked at his adversary "Trouble with the chemistry set old boy?"

Basil smiled and folded his hands "Ratigan, no one can have a higher opinion of you than I have.." he scowled "And I think you're a slimy, contemptible sewer rat!" everyone silenced as Ratigan swiftly shut the watch. "Hmm oh by the way Basil, I had hoped you would come earlier for a special family reunion.."

"What are you talking about Ratigan?" he grabbed Ella forcefully and grabbed her face "Isn't she the most lovely thing you've ever seen?" Basil crossed his arms "I have no idea what you are talking about, she is a sneak and a thief working for you no doubt.."

Ratigan smiled as he twirled her around "Basil, she looks just like her mother.." Basil narrowed his eyes "Do you wish to torment me any longer Ratigan?"

"Oh come now old boy, she practically acts like you! The apple doesn't fall far from the tree.."

"I will never look back, nor be convinced in any lifetime that this young lady is my child!" he turned from her stubbornly "Haven't you taken enough away from me.."

"That one stormy night, you chose to work on a case rather than be a father and stay and take care of your family.." Ella stood wide eyed at the brown mouse "Father? that's th-that's impossible.. my parents abandoned me.."

"Only one parent my dear.." he slyly smiled at her and threw her to Basil, he caught her as she stumbled to the floor "Just one look Basil.. the red hair, the blue eyes.. you are lucky I kept her name Ella..such a horrid name to begin with."

Basil really looked at her and quirked an eyebrow, His face grew more intense as he felt her fur, then combed his hand through her hair "Ella?" In return Ella grabbed his face, he continued "This entire time… how could I have been so oblivious.." he froze in his tracks "I thought I lost everything all those years ago, I'll never forgive myself for giving up." he held both her white paws in his "I'm so sorry Ella."

"How can this be?" she softly whispered.

Ratigan started to pretend to cry "How sweet.." he bought out a handkerchief and rubbed his tears away "I just love tearful reunions.." All they could do was stare at each other, a family finally reunited but was soon to be broken once more. Ratigan intervened between the two "Now, come along my dear." He shook his head "Abandoning a case after only a few months.. really Basil? Tsk tsk tsk.. not like you at all." He chortled and looked at Ella "If only there was someone out there who really loved you."

Leo yelled "Ratigan, Let her go!"

He looked at Leo "Speak of the devil.." he held the girl's arm tighter and faced the grey mouse "Oh your highness! Good to see you again!" he smiled "Though I didn't expect to see you in this kind of environment, Has your mind been changed?"

"I wouldn't marry Hildegard if my life depended on it." he crossed his arms "I am in love with Ella.." The boys continued to snicker and laugh, Ratigan threw the girl to two thugs who held a knife to her throat "I thought I'd make you an offer you couldn't refuse!" Ella pleaded "Leo don't-" her mouth was wrapped up in a cloth "You see? Hildegard has her sights set on you.. and as a good father I expect that union to happen.. I did let you know I have help." He motioned to the darkness, as Lawrence crepped out. He had a firm look on his face as he held a pistol up.

"Lawrence how could you. By order of the future king of Denmark I charge you with treason of the highest degree."

Lawrence became weak for a moment "If you would have only followed the rules-"

"What does Ella have to do with it!" he yelled as he was about to pounce on him.

Ratigan's smile became wide as he held wrapped an arm around Leo "Let us make a..proposition if I may, I guarantee Ella is free from harm, if.."

"If what?"

"You marry Hildegard, making her princess of Denmark." Leo cringed and looked at Ella, who was attempting to shake her head "What is the catch?"

Ratigan shook his head "No catch!" he waved a hand to Ella "She goes free, and you..spend a wonderful life with my daughter...till death do you part." Leo looked at Ratigan in the face "You promise she will be safe.."

"I promise." He held a hand to his heart, not knowing that he had crossed his fingers behind his back.

"Going once.." Ratigan said, he took the bell out of his coat pocket, scaring the thugs to death.

"Going twice!" he tilted it, as if to ring it, his voice growing deeper and more grim.

Leo looked into Ella's eyes, as if telling her he loves her for the last time. He grabbed Ratigan's hand in a firm handshake "Excellent! Good to finally call you son!"

He snapped his fingers "Ella you're free to go, deal is off pleasure doing business with you.." they let her go and took the wrap off her mouth, Ratigan took her hand "I knew one day you'd be of use to me.." he smiled at Leo "Isn't she such a natural born performer?"

"Stop it-" she cried, tears continuing to fall.

"What are you talking about?"

Ratigan snickered "I mean your little _darling, _was working for me the entire time.. good job Ella."

Leo smirked "Of course she was working for you.."

"Oh you are daft boy..She never loved you! It was all part of her plan..to find your weakness!" he laughed and Leo grabbed her hand "Ella..please tell me it's not true." She looked away, Leo stood back away from her "From the very beginning you lied, all that talk of greatness was all words wasn't it?

"No! Leo I'm sorry I-"

He crossed his arms across his chest ".. you are just like every petty and dishonest person in this town." he shook his head in disgust and turned from her "You are just like Ratigan." Ella fell to the floor, her hands touching her face, ashamed to even look at him.

Ratigan snapped his fingers and Ella was grabbed again "No! No! Please Leo listen, Leo! please!" he whispered to his thugs "Lock her up, and make sure she stays there.."

Basil began to clench his fists in anger, getting rid of the argument between him and his friends "Ratigan, so help me, I'll see you behind bars yet!" Ratigan picked him up "You fool! Isn't it clear to you? The superior mind has triumphed! I've won!" he cackled along with the other thugs. Basil sighed in defeat and stood motionless. Dawson tried to console him, at no avail.

**REVIEW AND FOLLOW! I THINK THIS ONE WAS MY FAVORITE TO WRITE**


	12. Chapter 12

The chains rattled silently as Ella tried to move. Her hands, in shackles and her mouth tied with a white strip of fabric. The bright light of the door opened as Ratigan walked through "I hope your current conditions are comfortable, well, more comfortable than your room.." he chuckled and held Ella's face, which was in a worried look "Don't look at me that way..you brought this all upon yourself." she broke her face away in disgust. Ratigan gently kicked the chains behind her "If it wasn't for you Leo wouldn't be in this predicament, and now he will have to pay the price.." Ella quirked an eyebrow at his statement, Ratigan looked at her with hopeful eyes "But just think.. Once Hildegard is on the throne, I will make sure you have a steady job in the palace."

He shut the door and opened it one last time "I would like to stay and chat, but I do have a special event to attend." He shut the door and Ella attempted to get up and run, but was yanked back by the chains binding her.

* * *

Ratigan walked out of the barrel and faced a catatonic Basil and Dawson, who was tied to a large mousetrap "You don't know what a dilemma it was, trying to decide on the most appropriate method for your demise." Fidget finished placing the triggering mechanism on the mousetrap and flinched "Oh I had so many ingenious ideas I didn't know which to choose!" he chuckled in amazement of his own pride "So..I decided, to use them all!" he looked up and faced the giant mousetrap "Marvelous isn't it?" he started to jump with anticipation "Let me show you how it works..Picture this, First, a tune I've recorded especially for you. As the song plays the cord tightens and when the song ends, the metal ball is released." a slide constructed of wood and pipes is aimed directly at the mousetrap trigger release "rolling along its merry way until..." as Ratigan speaks, he gestures to each individual weapon, starting with the mousetrap "Snap!" he points to the gun "Boom!" the crossbow "Twang!" the axe "Thunk!" and the anvil "Splat!" Dawson flinches and Ratigan bows his hat in respect "And so ends the indisputable career of Basil of Baker street."

Dawson cringes "You're despicable."

The professor laughs devilishly "..Yes.." Fidget tugs him on the sleeve "Is everything ready Fidget?" He nodded gleefully in a small red uniform "All set boss!"

Hildegard stood in the doorway and Ratigan smiled "Here she is! The new princess of Denmark!" her white dress flowed down the stairs as she spun around gracefully "If I look well in white..think how amazing I'll look in black!" she cackled and boarded the dirigible as Dawson absorbed her words. Ratigan tiptoed to a white box with a pink bow and peeked inside "Oh this is wicked.." he waved the box away "So delightfully wicked!" he cleared his throat and walked to Mr. Flaversham, who was tied with rope watching his daughter trapped in the green wine bottle "Mr. Flaversham! May I congratulate you on a suburb piece of craftsmanship!" he leaned on the bottle "See what you can do with the proper motivation!"

He faced the mousetrap one last time and looked at Basil's lost look "It was my fond hope to witness your final scene.." he slipped his pocket watch out of his pocket "But you were fifteen minutes late.. and I do have a previous engagement at Buckingham Palace.." Dawson quirked an eyebrow "But you will promise to smile for the camera wont you? Hmm? Say cheese?" he started to laugh and Dawson scowled "You feind!"

"Sorry chubby.." he placed the record on the phonograph "You should have chosen your friends more carefully.." Fidget started to pedal hard on the machine and Ratigan grabbed on to the rope pulling him up "Adieu, auf wiedersehen, arrivederci, farewell!" he reached the top and waved bye "Bye, Bye Basil.." Ratigan steers the ship through the furnace and into the night. Jeremy watches and whimpers in fear then suddenly stops at the sight of Lawrence walking out of a secret passageway.

The music contiues to play as Olivia stares out of her glass prison at Basil and Dawson. "Wh-wh-what did he mean, an engagement in Buckingham Palace?" Basil sighs, then answers him, seemingly unconcerned "Haven't you figured it out yet, Doctor? The Queen's in danger and the Empire's doomed."

Dawson remarks wide eyed "The Queen?!"

* * *

Outside Buckingham Palace, trumpets play as well dressed mice are entering to see the Jubiliee. Inside her bedroom, the Queen is preparing herself. Little does she know, that just outside her doors, her guards have been ambushed and replaced by Ratigan's thugs.

A thug whispers behind the door "Psst- over here. Come over here." The Queen is distracted by the sound of knocking at her door and adjusts her crown before answering. "Hmm? Come in."

"Ah, begging your Majesty's pardon. A present has just arrived in honour of your Jubilee."

The thug moves aside as Fidget and several others bring the large package inside. The Queen is delighted, and walks over "A present? Oh how wonderful! Ah, I just adore Jubilees."

Fidget hands her the attatched note "Here you are sweetheart."

Queen eyeing him suspiciously "Have you... been with us... long?" reading "To our beloved Queen this gift we send as her 60 year reign... comes to an end?"

Fidget and the other thugs pull the ribbons and sides down to reveal an exact robot replica of the Queen. She studies it "How extraordinary!" Suddenly, the robot comes to life and grabs at the Queen. She runs as the Robot Queen chases her around the bedroom "Goodness gracious!"

The robot suddenly halts, as Ratigan appears at her doorway, with Flaversaham operating the controls. "Amazing likeness, isn't it, Your Majesty?"

The queen is stunned and hides behind a guard "Professor Ratigan! Guards! Seize this despicable creature!" Fidget snickers

Ratigan talks into a speaker "Guards, seize this Despicable creature!" his voice is disguised as the queen while he speaks into the speaker. He laughs into the speaker, giving the Robot Queen his same cruel laugh. His thugs now have hold of the true Queen. "Oh how dare you!" at that moment, Leo walks in and notices the queen being detained "What is the meaning of this!? You promised no one would get hurt?" he attempted to grab the queen and was held back by Ratigan "I promised Ella wouldn't get hurt..Now let's be a good little prince and behave.." Leo was grabbed and pushed out of the room "This isn't right! Let the queen go!"

Ratigan smiled "Take her away!" he rings his bell.

The queen yells as they push her away "Let go of me, you ruffians!"

Fidget giggles with delight "Move along, honey!"

Her voice is heard echoing in the halls "You fiends!"

As they drag the Queen away, Ratigan wipes his handkerchief on the now silent Robot Queen's cheek.

"Traitors!" she echoed

* * *

Back at Ratigan's lair, the record is still playing, but Basil has still made no attempt to free everyone. Olivia is pushing at the cork, to no avail. Ella heard the record playing and attempted to free herself, pulling against the chains. Suddenly the door bursts open, Jeremy is holding Lawrence on his back and notices Ella's mouth being held shut "Ella!" he untied the rope and Ella breathed heavily "Jeremy, we need to get to the palace! Something bad is gonna happen! I need to stop Leo-" she turned her head and noticed Lawrence attempting to break free "Ella, I found him and forced him to take me here!" he grabbed Lawrence "Now say sorry.."

Lawrence scoffed "I will not do anything-"

Jeremy shook him "You jerk! You will say-"

"Jeremy! Just let me talk to him." she faced him "Lawrence I know you don't approve of me.. and you can leave if you want-" Jeremy stood wide eyed and Ella silenced him "But if you don't help me.."

Leo looked at her "I already gave him the right amount of help, he doesn't need me any more."

"If you don't do something he'll die." Lawrence stopped walking and faced her "He needs help."

* * *

"Basil?" Dawson looks at him groan "Basil!"

"Oh how could I have been so blind?" Dawson slightly laughs "We all make mistakes! But we can't let that stop us! We have to-" Basil cuts him off "Ratigan's proved he's more clever than I." scoffs "He would never have walked into such an obvious trap."

"Oh pull yourself together! You can stop that villain! Why-" Dawson suddenly looks over to the record, which is skipping. Over Ratigan's continued 'So long' Dawson continues to try and knock some sense into Basil. "Basil! The record!"

Basil continues to pity himself "Oh, it's finally happened! I've been outwitted!" Dawson pleads for his life "Oh, Basil, please!" But Basil continues "Beaten! Duped! Made a fool of!" Dawson's getting angry "Oh, ridiculed! Belittled!"

Dawson 's face becomes red "That's enough!" The record fixes itself, and the song continues. Time is running out... "Dash it all Basil! The Queen's in danger, Olivia's counting on us. And who knows what that scoundrel has in mind for your long lost daughter! We're about to be horribly 'splatted' and all you can do is lie there feeling sorry for yourself. Well, I know you can save us. But if you've given up then why don't we set it off now and be done with it?" he huffs and rests in his spot

Basil gives a weak chuckle.) "Set it off now." is struck with an idea "Set it... off... now? Ye...Yeah!" laughs "Yes! We'll... We'll set the trap off now!"Basil grins maniacally, but Dawson is horrified.

Dawson "Basil! Wait! I didn't mean that we ought-"

The song has ended, and the ball is on it's way. Back in his true form, Basil quickly forms a plan. Meanwhile Ella is finally free and all three watch in horror as the ball rolls down the pipe, not knowing what to do.

Basil mumbles to himself. "The angle of the trajectory multiplied by the square root of an isosceles triangle..." he continues "dividing Guttermeg's principle of opposing forces in motion" mumbles "A`nd adjusting for the difference in equilibrium! Dawson, at the exact moment I tell you, we must release the triggering mechanism." The ball's getting closer, Dawson is ready, but terrified.

"Get ready, Dawson... Steady... Now!"

Basil and Dawson hit the trigger, saved from the metal switch by the ball that was stopped just between their heads. The vibration loosens one of the pegs, which ricochets towards the gun, causing it to misfire and hit the crossbow, which instead of being aimed at Basil and Dawson, flies towards the axe, cutting off the head. The blade falls lengthwise, slicing through the ropes and trap, effectively freeing them. The anvil falls seconds later, missing them both. The force of the anvil hitting the ground rattles Olivia's bottle, loosening the cork and sending her sailing through the air. As Dawson leans heavily against the anvil, Basil sheds his sailor costume and puts his deerstalker cap back on. He puts one arm around Dawson and holds the other out in the air.

Basil smiles smugly in front of the camera "Thank you, Dawson." Olivia lands right in Basil's open arm, and he brings the two of them close "Smile everyone!" Ella takes a sigh of relief, then notices Olivia's bottle still rattling and beginning to fall towards Basil. Without a second thought, she runs as fast as she can. Ella pushes Basil out of the way and lands next to him, as the bottle crashes and breaks into a million pieces. Basil huffs then notices Ella laying on the floor next to him. He awkwardly helps her up and gives a lopsided smile. They stare at each other for a moment and Basil clears his throat "Thank you..So you really are.."

She looks at him "Yeah.." Ella reaches in for a hug and Basil reaches for a handshake, they try again, this time Ella reaching for a handshake and Basil attempting to embrace her. They decide on an awkward handshake and Basil looks around "Well.. Lets get out of here!"


	13. Chapter 13

Ella and the others rushed down the pipes to the surface, they were all out of breath as they watched Toby lick Olivia, making her giggle, he suddenly sniffed around at Ella and started to whimper, he had recognized her scent. Ella rubbed the dogs nose and smiled. Basil snapped the dog out of his trance "The games afoot Toby, our queen is in mortal danger!" Basil shouted.

Toby instantly growled and rested his head down so the mice could climb up. Ella was the last to get on, she hesitated and walked to Jeremy "I'm going with Jeremy.. we'll meet you there.. I have to stop Leo." she jumped on his back, Basil watched as he flapped his large wings, disappearing into the sky.

* * *

Back at Buckingham palace, Ratigan was instructing two thugs "Now listen to this part.. it is the most important.." he pointed to two glasses, both golden and encrusted with different jewels. "When the 'I do's' are over, pour this vile into one of the glasses and give it to the prince.." he brought a small vile out of his coat pocket, the red liquid glistened as his finger glazed over the small picture of a skull. The boys stood wide eyed as he handed the potion to one of them and walked off, turning back slightly "Don't disappoint me."

"N-No sir!" one thug said.

Once the ceremony had started, the 'queen' had made her way past the curtains "On this most honest occasion, we are gathered to not only commemorate my sixty years as queen.. but, to honor one of true and noble stature." As the queen continued to talk, Ratigan watched Flaversham take control of the robot, and speaking into the microphone disguising his voice. The queen continued "..And my new royal consort.. Professor Ratigan!" he appeared behind the curtains in a purple robe covered in medals, and a crown resting on his brow. The crowd gasped, and even a small child blew a raspberry at him, causing alarm to his mother who covered his mouth. "Thank you your majesty! Now not only are we celebrating my success, but to also bring along the union of two souls and two kingdoms." He motioned to the end of the hall. The guards opened the curtains again to reveal Hildegard in a white bridal gown, on the other side of the aisle Leo stepped out and rolled his eyes.

The crowd gasped as Leo held up his hand "Ladies and Gentlemen, I am here to announce I have.." he looked at his hand, reading the scribbled writing that was provided by Ratigan himself "Finally found a queen to unite England and Denmark in hopes of peace forever." He scoffed as the wedding march began.

* * *

Ella wandered around the entire palace, searching behind every corridor and hallway until her and Jeremy reached the entrance to the main hall. It was guarded by two large thugs. Jeremy whispered "How are we gonna get through them?" Ella looked around nervously, then spotted a large floral curtain.

Ella and Jeremy walked out of the light, Jeremy covered himself from head to toe, like an old woman, while Ella used the hood on her cape to hide her noticeable red hair "Excuse me gentlemen, we are running late for the ceremony-"

The guard laid his hand in front of the women "No one allowed in after the ceremony has started.." he said in a gruff voice. Ella sighed in defeat "Oh what a charming young man!" she playfully pinched his cheeks. She turned to Jeremy and he chimed in "You hardworking young man! You must be exhausted!" suddenly Ella hit both of them on top of the head with the rod holding the curtains up. "That's what you get!" Ella smiled and was about to open the door when more thugs came rushing in.

One thug smiled evilly at them, causing the rest to laugh "Lookie 'ere boys.. something tells me she just couldn't stay away.." Ella brought up the rod in defense.. not knowing what was going to happen.

* * *

Ratigan smiled as the two "lovebirds" finally met at the end of the aisle. "Now do you Hildegard Ratigan, take Prince Leopold Randolph the first, as your lawfully wedded husband, to have and to hold till death do you part."

"I do." She smiled.

Leo gulped as Ratigan looked to him "And do you Prince Leopold Randolph the first take Hildegard Ratigan as you lawfully wedded wife? To have and to hold till death do you part?"

The young Prince hesitated for a long time, the crowd started to murmur among themselves "Well, speak up boy." Ratigan said.

"I do." He said shortly, suddenly his eyes darkened, his life was practically over.

Ratigan smiled "Wonderful." He motioned to the curtain, as the thugs brought out the two wine glasses "You must drink to your prosperity and new wonderful life together.. this union will tie a bond that will never separate."

* * *

Jeremy swung around and wrapped two thugs in his disguise. Ella used the rod to defend herself getting hit by someone's sword. She was about to be sliced by someone behind her, when Jeremy jumped on him "Ella go!"

Ratigan was smiling wide, sitting on pins and needles as the glass reached closer to Leo's lips "With the power vested in me.. I now pronounce you-"

Leo brought the bubbling glass to his lips as Ella rushed through the door "Stop!" the crowd gasped as Ratigan scowled at the girl running down the aisle. "Ella.." Leo began "What are you doing here?"

"Saving your life!" she said

Leo rolled his eyes "I don't need saving from someone like you-"

Hildegard smiled "Resume the ceremony!" Leo brought the glass to his lips as Ella ran up and smacked it out of his hand, like in slow motion the drink poured itself onto the long train of Hildegard's dress. The potion spilled out of the glass and dissolved the fabric, eating away like acid, the white silk disappeared in an instant, leaving an ashy trail. Ratigan looked around nervously as the crowd started to get rowdy.

"Now um.. " Ratigan began.

Leo spoke to himself "You tried to kill me.." he stood frozen as the crowd got rowdier. One man on a cane spoke up "This is no Kingdom! You're insane!" Ratigan's face cringed and he grabbed the cane from the old mouse "Perhaps I didn't make myself clear." The man fell over and Ella and Leo helped him up, dusting him off "I have the power!"

The "queen" responded as he cracked the cane in half "Of course you do."

Ratigan had a mad look in his eyes "I reign supreme!"

"Only you!"

He rose up, screaming to the heavens "This is my kingdom!" he cackled and calmed down, sitting next to the queen, humbly "Of course with her highness's permission." She didn't answer and Ratigan smacked her face quickly. The queen jumped up and answered "Most assuredly…" she turned her head "You insidious fiend.." Ratigan gasped and she continued "You're not my royal consort!"

He covered her mouth "What a sense of humor-"

The queen made her way to the front "A cheap fraud and an imposter!" he covered her mouth and whispered behind the stage "Flaversham!" the queen kept going. Back stage, Basil had taken control over the robot, Flaversham was finally united with his little girl, and Dawson and the queen were tying up the last of the thugs. Basil kept moving the controls, faster and faster until the queen began to break apart, making Ratigan's scheme at last falter "You professor are nothing but a fowl, stenchous, rodentus.. commonly known as a-"

Ratigan choked the machine "DON'T SAY IT!"

Basil suddenly jumped behind the curtain "Sewer Rat!" Ratigan was wide eyed and speechless as Basil pointed to him "Arrest that fiend!" Suddenly, all the thugs and townspeople attacked one another. Ella was about to be attacked from behind when Leo jumped up and punched him in the face "Thanks." She said as she was fighting someone else.

"Consider us even!" Leo said as he kicked someone.

Ella turned around as she knocked a thug out "Leo look I-"

"No need to explain-" he looked around

Ella pushed him out of the way, preventing being tumbled into another fight between two other mice "Yes there is.. I don't want to hurt you anymore.. that's why I hid what I was doing for you." he pushed a thug out of the way, while listening to her "I didn't think that I knew what love was either, then I met you and you changed how I saw the world.." she smiled "People do crazy things when there in love."

Leo looked at her and smiled back "Ella I-" suddenly he was pushed to the ground as Ratigan swung on a rope grabbing her in the process. Ratigan held her hands behind her on the balcony as she struggled "Stay where you are! Or the girls die!" Fidget lifted Olivia up on the balcony, making Flaversham gasp.

"Let me go please!" Ella cried and Ratigan held her tighter, He looked at Hildegard cowering in the corner "Hildegard, come here NOW!" she rushed up and Ratigan muttered to himself "My reign was short but glorious.." they all disappeared behind the curtains.

Ella's screams were heard behind the curtain "Leo!"

"Ella!" Basil and Leo said at the same time. They ran outside and watched the dirigible disappear into the night sky "Dawson, Lawrence, Flaversham! Gather those balloons!"

Hildegard turned towards Ella, as her father steered the balloon "You ruined everything! You just had to come rushing to the rescue!"

"I wasn't going to let you kill him!" She retorted back.

Stubbornly, Hildegard rushed to her seat and stayed silent. Meanwhile, Olivia was scolding Ratigan as he steered "Just wait Basil and Prince Leo aren't afraid of you.. they are going to put you in jail." She started to tug at his tail "They're not afraid of a big, old, ugly, RAT like you!" he turned around and grabbed his tail from the little girls arm "Would you all kindly sit down and SHUT UP!" he yelled, making little Olivia fall down. Ella helped her up and did a double take at the sky, noticing the giant balloon making its way to them "Leo!" she squealed in delight.

Ratigan cringed and jerked the steering wheel of the derigible, Basil moved the balloon the same way Ratigan was, swerving across building after building.

Suddnely the dirigible slowed down as Fidget's peddling got slower and slower. He leaped off the seat and pointed to Olivia "We need to.." he took a breath "lighten the load.."

Ratigan smiled sarcastically "Oh you want to lighten the load!" Fidget giggled as Ratigan grabbed him by the ears "Excellent Idea!"

Fidget cried "NO! I can't fly! I can't fly!" he hit the water with a hard splash, Ratigan ran to the pedal's and began to pedal harder than the little bat could. Leo found his opportunity to leap from the balloon and quickly grab onto the wing of Ratigan's air ship.

"Leo! Look out!" Basil shouted.

Ratigan looked behind him at the struggling mouse, then suddenly, he heard a scream from Olivia. His eyes widened as the ship was about to collide into the face of Big Ben…

**I AM SOOOO SORRY FOR THE DELAY.. I STARTED SCHOOL AND I REALLY DIDN'T KNOW HOW TO START IT UP AGAIN! WE ARE ALMOST OVER! THANKS FOR READING! **

**REVIEW AND FOLLOW PLEASE!**


	14. Chapter 14

Ella's eyes slowly opened as she rubbed the back of her head. Inside of Big Ben, she was laying on a large revolving gear. She had looked next to her at Leo passed out next to her. He had also woken up and muttered to her "Are you O.K?" before she was going to say anything, she suddenly heard Olivia's voice "Ella! Prince Leo! Look out!" Ratigan had smacked the boy hard, sending him off the gear. Luckily, the prince grabbed on just in time. Olivia suddenly bit Ratigan hard on the hand, causing him to let go of her and plop her on the ground. Just as Ella was going to grab her, Ratigan kicked Ella, sending her flying off the gear and onto another. That was about to crush her like a grape.

Basil suddenly hopped over a gear and grabbed Ratigan's cape, motioning Leo to help him. They both grabbed it and set it between the gears starting to make the professor struggle. They both smile at one another as they hear Ella shriek. The gear was growing closer and closer to her.

Basil grabbed little Olivia and grabbed a nearby chain, Leo hopping along with him. Ella closed her eyes accepting her fate until she felt a source grab her. She opened her eyes and saw Leo holding her close and helping her onto the ledge out of Big Ben. She smiled as he grabbed her hand, rushing to get out as soon as possible.

Ratigan watched them run away from their fate, making his blood boil. For years he had everything under his control, even that girl was under his control… She had ruined everything... just like her father. It wasn't fair for her to get a happy ending and for him to remain as a failure. His eyes became red with anger as he ripped his cape, starting to run up the clock on all fours... ready to kill his prey.

Basil had made it onto the balloon with Olivia. Flaversham was holding Hildegard as she struggled, attempting to escape from them. Leo reached for the balloon "Closer Lawrence!"

Ratigan was beginning to rush up the clock faster and faster. His clothes became ripped and torn as he continued to run. Ella looked around and grabbed Leo's sleeve "Don't worry Ella, We're almost- Closer Basil!" he reached out and Ella grabbed his face "Leo, whatever happens, don't go after me... do you trust me?"

Leo's green eyes widened "Ella I-"

She yelled at him "Leo, do you trust me?"

"Yes!"

She chuckled in amazement "Wow... O.K." she suddenly pushed him off the ledge, Leo panicked until he felt a soft force underneath him, and Jeremy had caught him "Jeremy at your service sir!" he started to fly away when Leo grabbed him "We have to go back..."

Ella suddenly looked behind her at Ratigan approaching her. His feral state was something that someone could only see in her nightmares. Suddenly she felt a force push her away and noticed Basil had jumped in her place. She watched in horror as Basil and Ratigan tumbled down the building. She selflessly jumped down with them, tumbling down the roof until she landed on the hour hand with a thud. Ella looked below her and the towering abyss of fog and rain.

"Ella!" Basil was marching toward her in the dense rain, the wind pushing them back and forth. Ella began to walk when she felt a force pull her cloak, Ratigan had grabbed her as she began to struggle "I knew you were going to be trouble the moment I took you away from your parents…" he pushed her to the ground "Pity that you turned out to be such a waste of time and energy.." he smiled wide as he smacked her across the clock hand, lighting began to strike "This night seems familiar doesn't it Basil?" Basil attempted to reach to her, but was blocked by Ratigan in his way.

"Now you have to lose another parent, just as your poor mother died protecting you..."

"What?" Ella was dumbstruck

"Now I'm going to do what I've should have done..." he grabbed Ella's collar "...Twenty years ago!" he pushed her off the clock and started to attack Basil. He scratched and tackled him to the ground "No!" Basil shouted, ignoring the pain of being ripped apart, he watched as she fell into the fog, then suddenly Ella peered out of nowhere on Jeremy's back, Leo holding on to her "Leo!"

"I'm not going anywhere!" he smiled as they both jumped off Jeremy. Ella landed on Ratigan's back and pounded on him, but to no avail he simply pushed her off and Leo helped her up. He suddenly ran into Ratigan, punching him in the face, in anger Ratigan grabbed him and pushed him off, scratching him on the face and sending him into unconsciousness.

"You monster!" Ella ran onto him and started to strangle him around the neck, Ratigan grabbed her "You stupid girl! I am invincible!" he cackled into the night.

"For years you've told me the world is a dark and cruel place! But the only thing dark and cruel about it is people like you!" she was thrown again with a brute force, right into Leo who was starting to wake up.

Basil was pushed and scratched around more and more until he reached the end of the hand. Ratigan scratched him one last time until he fell off the clock, Ella shouted and reached out "NOOOO!"

Leo embraced her in sadness as she continued to cry, tears rolling down her scratched face. Ratigan jumped up in glee "I've won!" he laughed at his success as they all heard a voice beneath them:

"On the contrary!" Ella and Leo look over and smile as Basil has managed to catch the propeller of the ruined dirigible, as well as something else of value for Ratigan "The game's not over yet!"

Basil rings Felicia's bell. Ratigan only has time to check his pocket for his missing bell before 10:00 strikes. The striking hammer falls, and Big Ben sounds off. The vibrations force Ratigan over the edge and he falls. Ella and Leo hold on to the clock tightly as they watch him make one final grab at Basil, catching him by his jacket. The ropes snap under the extra weight. Ratigan falls as Basil clings to the propeller, which has snapped free. Olivia, Dawson and Flaversham are helpless as both Ratigan and Basil, screaming, disappear below the clouds, but Ratigan was defeated. Then Olivia turns to her father and begins to sob. Ella whispered to herself "Father…" she sobbed as tears began to roll down once more, holding close to the young prince.

A squeaking noise is approaching from below, and she leans back to look down. Basil is slowly making his way back up, pedaling with all his might as the propeller is lifting him higher. He hears his friends cheering and smiles.

"Ho! Hooray!" Dawson cheers.

Olivia shouts "Hooray! It's Basil!" She hugs Dawson as Flaversham jumps up and down.

Dawson smiles "Good fellow. Jolly good! Ha!" Ella suddenly looks over and jumps up and down in excitement "He's alive!" Basil landed next to her and embraced her tightly, silently looking at the rain... their terror was over.

**REVIEW AND FOLLOW!**


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